Common use of Increased Costs, Illegality, etc Clause in Contracts

Increased Costs, Illegality, etc. (a) If either (i) the introduction of or any change in any law or regulation or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If Lender determines that compliance with any law or regulation or with any guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy or otherwise has or would have the effect of reducing the rate of return on the capital of Lender or the corporation controlling Lender as a consequence of, or with reference to, the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall from time to time, upon demand by Lender, pay to Lender additional amounts sufficient to compensate Lender or such other corporation for such reduction. A certificate as to such amounts, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) In the event the LIBOR Reserve Requirement increases subsequent to the date hereof, the interest rate applicable to the Note shall be the Reserve Adjusted LIBOR Rate.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined in good faith (i) the introduction of or any change in any law or regulation or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposesshall, absent manifest error., be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (bi) If on any Interest Determination Date that, by reason of any changes arising after the Restatement Effective Date affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the Eurodollar Rate; or (ii) at any time that such Lender determines that compliance shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loan because of (x) any change since the Restatement Effective Date in any applicable law or regulation or with any governmental rule, regulation, order, guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, for example, but not limited to (A) a change in the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Restatement Effective Date affecting such Lender, the interbank market or the position of such Lender in such market (whether or not such Lender was a Lender at the time of such occurrence); or (iii) at any time after the Restatement Effective Date, that the making or continuance of any Eurodollar Loan has been made unlawful by any law or governmental rule, regulation or order (or would conflict with any governmental rule, regulation, guideline, request or order not having the force of law but with which such Lender customarily complies even though the failure to comply therewith would not be unlawful), or impracticable as a result of a contingency occurring after the Restatement Effective Date which materially and adversely affects the applicable interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone confirmed in writing) to the affected Borrower, and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies any affected Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by either Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such Borrower, (y) in the case of clause (ii) above, the respective Borrower or Borrowers, as the case may be, agrees to pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (with the written notice as to the additional amounts owed to such Lender, submitted to the respective Borrower or Borrowers by such Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the respective Borrower’s or Borrowers’ obligations to pay additional amounts pursuant to this Section 1.10(a) upon the subsequent submission of such notice) and (z) in the case of clause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Lender agrees that if it gives notice to either Borrower of any of the events described in clause (i), (ii) or (iii) above, it shall promptly notify such Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the affected Borrower may (and, in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii), shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii), as the case may be, or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the circumstance described in Section 1.10(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan or such earlier day as shall be required by applicable law). (c) If any Lender shall have determined after the Restatement Effective Date that the adoption or effectiveness after the Restatement Effective Date of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change after the Restatement Effective Date in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or otherwise not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s or such other controlling Person’s capital of Lender or the corporation controlling Lender assets as a consequence ofof such Lender’s Commitment or Commitments hereunder or its obligations hereunder to a level below that which such Lender or such other controlling Person could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or such other controlling Person’s policies with reference torespect to capital adequacy), the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall then from time to time, upon written demand by Lendersuch Lender (with a copy to the Administrative Agent), accompanied by the notice referred to in the next succeeding sentence of this Section 1.10(c), the Borrowers jointly and severally agree to pay to such Lender such additional amount or amounts sufficient to as will compensate such Lender or such other corporation controlling Person for such reductionreduction in the rate of return to such Lender or such other controlling Person. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 1.10(c), will give prompt written notice thereof to the relevant Borrower (a copy of which shall be sent by such Lender to the Administrative Agent), which notice shall set forth such Lender’s basis for asserting its rights under this Section 1.10(c) and the calculation, in reasonable detail, of such additional amounts claimed hereunder, although the failure to give any such notice shall not release or diminish either Borrower’s obligations to pay additional amounts pursuant to this Section 1.10(c) upon the subsequent receipt of such notice. A certificate as to such amounts, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes’s good faith determination of compensation owing under this Section 1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. (cd) In the event that any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Non-Dollar Denominated Letter of Credit, any Non-Dollar Denominated Bank Guaranties or any category of liabilities which includes deposits by reference to which the LIBOR Reserve Requirement increases subsequent interest rate on any Non-Dollar Denominated Letter of Credit or any Non-Dollar Denominated Bank Guaranty is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, then, unless such reserves are included in the date hereof, calculation of the interest rate applicable to such Non-Dollar Denominated Letter of Credit or such Non-Dollar Denominated Bank Guaranty or in Section 1.10(a)(ii), such Lender shall promptly notify the Note shall be Borrowers in writing specifying the Reserve Adjusted LIBOR Rateadditional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts) and the Borrowers jointly and severally agree to pay to such Lender such specified amounts as additional fees at the time that either Borrower is otherwise required to pay regularly accruing fees in respect of such Non-Dollar Denominated Letter of Credit or such Non-Dollar Denominated Bank Guaranty or, if later, on written demand therefor by such Lender.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the introduction Administrative Agent): (i) on any Interest Determination Date that, by reason of or any change in any law or regulation or changes arising after the Amendment No. 4 Effective Date affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or Eurodollar Rate; or (ii) at any time that such Lender shall incur increased costs or reductions in the compliance amounts received or receivable hereunder with respect to any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force Eurodollar Loan because of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender Change in Law, such as, for example, but not limited to any tax of any kind whatsoever with respect to this Agreement, or changes (A) a change in the basis of taxation of payments to a Lender of principal, commissions, fees, interest, the principal of or interest on the Loans or any other amount amounts payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of tax on, or determined by reference to, the net income or net profits of such taxes); Lender imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) imposesother circumstances arising since the Amendment No. 4 Effective Date affecting such Lender, modifiesthe interbank market or the position of such Lender in such market (whether or not such Lender was a Lender at the time of such occurrence); or (iii) at any time after the Amendment No. 4 Effective Date, that the making or continuance of any Eurodollar Loan has been made unlawful by any law or governmental rule, regulation or order (or would conflict with any governmental rule, regulation, guideline, request or order not having the force of law but with which such Lender customarily complies even though the failure to comply therewith would not be unlawful), or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and impracticable as a result there of a contingency occurring after the Amendment No. 4 Effective Date which materially and adversely affects the applicable interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone confirmed in writing) to the applicable Borrower, and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies any affected Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by either Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be any increase deemed rescinded by such Borrower, (y) in the cost case of clause (ii) above, the respective Borrower or Borrowers, as the case may be, agrees to Lender pay to such Lender, upon written demand therefor, such additional amounts (in the form of agreeing to make or making, fundingan increased rate of, or maintaining advances by an amount deemed by a different method of calculating, interest or otherwise as such Lender to in its sole discretion shall determine) as shall be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts received or receivable hereunder (with the written notice as to the amount of additional amounts owed to such increased costLender, submitted to the respective Borrower or Borrowers by Lender, shall be conclusive and binding for all purposessuch Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the respective Borrower’s or Borrowers’ obligations to pay additional amounts pursuant to this Section 1.09(a) upon the subsequent submission of such notice) and (z) in the case of clause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 1.09(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Lender agrees that if it gives notice to either Borrower of any of the events described in clause (i), (ii) or (iii) above, it shall promptly notify such Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.09(a)(ii) or (iii), the applicable Borrower may (and, in the case of a Eurodollar Loan affected by the circumstances described in Section 1.09 (a)(iii), shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 1.09 (a)(ii) or (iii), as the case may be, or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the circumstance described in Section 1.09(a)(iii), shall occur on the last day of the Interest Period then applicable to such Eurodollar Loan or such earlier day as shall be required by applicable law). (c) If any Lender determines in good faith that compliance with any law Change in Law affecting such Lender or regulation any lending office of such Lender or with any guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning such Lender’s holding company, if any, regarding capital adequacy or otherwise requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of Lender or the corporation controlling Lender such Lender’s holding company, if any, as a consequence ofof this Agreement, or with reference to, the facilities hereunder, Loans made by an amount deemed by such Lender to be materiala level below that which such Lender or such Lender’s holding company would have achieved with respect to such Lender’s Loans but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), the Borrower shall then from time to time, upon demand by time the Borrower (with respect to the affected Loans of such Lender, ) will pay to such Lender such additional amount or amounts sufficient to as will compensate such Lender or such other corporation Lender’s holding company for any such reductionreduction suffered. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 1.09(c), will give prompt written notice thereof to the relevant Borrower (a copy of which shall be sent by such Lender to the Administrative Agent), which notice shall set forth such Lender’s basis for asserting its rights under this Section 1.09 (c) and the calculation, in reasonable detail, of such additional amounts claimed hereunder, although the failure to give any such notice shall not release or diminish either Borrower’s obligations to pay additional amounts pursuant to this Section 1.09(c) upon the subsequent receipt of such notice. A certificate as to such amounts, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes’s good faith determination of compensation owing under this Section 1.09(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. (c) In the event the LIBOR Reserve Requirement increases subsequent to the date hereof, the interest rate applicable to the Note shall be the Reserve Adjusted LIBOR Rate.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the introduction Administrative Agent) and shall have certified to the Company in writing that it has made such determination with respect to similarly-situated borrowers: (i) on any Interest Determination Date that, by reason of or any change in any law or regulation or changes arising after the date of this Agreement affecting the London interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or LIBO Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the compliance amounts received or receivable hereunder with respect to any LIBOR Loan because of (A) any change since the Effective Date in any applicable law or governmental rule, regulation, order, guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act ) or omission of Lender, in the interpretation or administration thereof and including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax the introduction of any kind whatsoever with respect to this Agreementnew law or governmental rule, regulation, order, guideline or changes request, such as, but not limited to: (1) a change in the basis of taxation of payments payment to any Lender of principal, commissions, fees, interest, the principal of or interest on the Loans or the Notes or any other amount amounts payable hereunder (except but excluding, for (A) taxes on these purposes, any Taxes payable or measured by subject to indemnification or reimbursement under Section 5.04 and the overall net income imposition of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes change in the rate of Excluded Taxes) or (2) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBO Rate and/or (B) other circumstances arising since the Effective Date affecting such taxesLender, the London interbank market or the position of such Lender in such market (including that the LIBO Rate with respect to such LIBOR Loan does not adequately and fairly reflect the cost to such Lender of funding such LIBOR Loan); or (iii) at any time, that the making or continuance of any LIBOR Loan has been made (A) unlawful by any law or governmental rule, regulation or order, (B) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (C) impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects the London interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone promptly confirmed in writing) to the Company and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by any Borrower with respect to LIBOR Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such Borrower, (y) imposesin the case of clause (ii) above, modifiesthe Borrowers jointly and severally agree to pay to such Lender, upon such Lender’s written request therefor, such additional amounts (in the form of an increased rate of, or holds applicable any reservea different method of calculating, special deposit, compulsory loan, interest or similar requirement against assets held by, or deposits or other liabilities otherwise as such Lender in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (zits sole discretion shall determine) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts received or receivable hereunder (a written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower Company by Lender, shall be conclusive and binding for all purposessuch Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of clause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii), the affected Borrower may, and in the case of a LIBOR Loan affected by the circumstances described in Section 2.10(a)(iii), the affected Borrower shall, either (i) if the affected LIBOR Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) or (ii) if the affected LIBOR Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such LIBOR Loan into a Base Rate Loan; provided, that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.10(b). (c) If any Lender determines that compliance with after the Effective Date the introduction of or any change in any applicable law or regulation or with any guideline governmental rule, regulation, order, guideline, directive or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning liquidity, capital adequacy adequacy, or otherwise has any change in interpretation or would administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the capital existence of Lender such Lender’s Revolving Loan Commitment hereunder or the corporation controlling Lender as a consequence of, or with reference to, the facilities its obligations hereunder, by an amount deemed by Lender then the Borrowers jointly and severally agree to be material, the Borrower shall from time pay to timesuch Lender, upon its written demand by Lendertherefor, pay to Lender such additional amounts sufficient as shall be required to compensate such Lender or such other corporation for such reduction. A certificate as the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital or liquidity. In determining such additional amounts, submitted to the Borrower by each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided, that, such Lender, shall be conclusive and binding for all purposes’s determination of compensation owing under this Section 2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Company, which notice shall show in reasonable detail the basis for calculation of such additional amounts. (cd) In the event the LIBOR Reserve Requirement increases subsequent Notwithstanding anything herein to the date hereofcontrary, (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (B) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the interest rate applicable Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to The Basel III Accord published by The Basel Committee on Banking Supervision, shall in each case be deemed to be a change in law or regulation after the Note shall be the Reserve Adjusted LIBOR Ratedate hereof (including this Section 2.10 and Section 3.06).

Increased Costs, Illegality, etc. (a) If If, due to either (i) the introduction of or any change in or in the interpretation of (to the extent any such introduction or change occurs after the date hereof) any law or regulation or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted or request from any central bank or other governmental authority adopted or made after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to any Lender of agreeing to make or making, funding, funding or maintaining advances by an amount deemed by Lender to be materialEurodollar Rate Advances under any Facility, then the relevant Borrower shall from time to time, upon demand by Lendersuch Lender (with a copy of such demand to the Administrative Agent), pay directly to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided that, before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the relevant Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Lender determines in good faith that compliance with any law or regulation enacted or with introduced after the date hereof or any guideline or request from any central bank or other governmental authority subsequent to adopted or made after the date hereof (whether or not having the force of law) concerning capital adequacy or otherwise has affects or would have affect the effect amount of reducing the rate of return on the capital of required or expected to be maintained by such Lender or the any corporation controlling such Lender as a consequence ofand that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type or the issuance of the Letters of Credit (or similar contingent obligations), or with reference to, the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall from time to timethen, upon demand by such Lender (with a copy of such demand to the Administrative Agent), each Borrower shall pay to the Administrative Agent for the account of such Lender, pay from time to Lender time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or such other corporation for such reductionto the issuance or maintenance of any Letters of Credit. A certificate as to such amounts, amounts submitted to the relevant Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) In If, with respect to any Eurodollar Rate Advances, (i) the event Required Lenders reasonably determine and notify the LIBOR Reserve Requirement increases subsequent Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, or (ii) if fewer than two Reference Banks furnish timely information to the Administrative Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon (x) each Eurodollar Rate Advance will automatically, on the last day of any then existing Interest Period therefor, Convert to a Base Rate Advance, and (y) the obligation of the Lenders to make, or to Convert Advances into, or to Continue, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and such Lenders that the circumstances causing such suspension no longer exist. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of (to the extent any such introduction or change occurs after the date hereof) any law or regulation shall make it unlawful, or any central bank or other governmental authority having appropriate jurisdiction shall assert in writing that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance of such Lender will automatically, upon such demand, Convert to a Base Rate Advance and (ii) the obligation of such Lender to make, or to Convert Advances into, or to Continue, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist; provided that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. (e) Neither Borrower shall be obligated to pay any additional amounts arising pursuant to clauses (a) and (b) of this Section 2.09 that are attributable to the Excluded Period with respect to such additional amount; provided that if an applicable law, rule, regulation, guideline or request shall be adopted or made on any date and shall be applicable to the period (a "Retroactive Period") prior to the date hereofon which such law, rule, regulation, guideline or request is adopted or made, the interest rate applicable limitation on the Borrowers' obligations to pay such additional amounts hereunder shall not apply to the Note shall be the Reserve Adjusted LIBOR Rateadditional amounts payable in respect of such Retroactive Period.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender or Issuing Lender shall have determined (which determination shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by Administrative Agent): (i) on any Interest Rate Determination Date that, by reason of any changes arising after the introduction date of or any change in any law or regulation or this Agreement affecting the interbank Eurocurrency market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or Eurocurrency Rate; or (ii) at any time, that any Recipient shall incur increased costs or reduction in the compliance amounts received or receivable hereunder with respect to any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force Loan because of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects any Change in Law having general applicability to all comparably situated Lenders or Issuing Lenders within the jurisdiction in which such Lender or Issuing Lender operates since the date of this Agreement such as, for example, but not limited to: (A) the imposition of any corporation controlling Lender to any tax Tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, Agreement or any Loan (other amount payable hereunder than (except for I) Indemnified Taxes and (AII) taxes on Excluded Taxes); provided, that, if such increased costs are determined by a court of competent jurisdiction in a final non-appealable judgment to have been imposed as a result of a Lender’s or measured by the overall net income of Issuing Lender’s gross negligence or willful misconduct, such Lender or branchIssuing Lender will promptly repay to the applicable Borrower the amount of any increased costs paid to such Lender or Issuing Lender by such Borrower under this Section 3.6, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes a change in the rate of such taxes); (y) imposes, modifies, or holds applicable any official reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held byrequirements by any Governmental Authority (but, or deposits or other liabilities in or for all events, excluding reserves required under Regulation D to the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise extent included in any determination the computation of the Reserve Adjusted LIBOR Rate Eurocurrency Rate) and/or (y) other circumstances since the date of this Agreement affecting such Lender or other interest payable hereunder; or (z) imposes on Issuing Lender or the corporation controlling interbank Eurocurrency market or the position of such Lender or Issuing Lender in such market (excluding, however, differences in a Lender’s or Issuing Lender’s cost of funds from those of Administrative Agent which are solely the result of credit differences between such Lender or Issuing Lender and Administrative Agent); provided, that, any other condition, and increased cost arising as a result there of any of the foregoing other than in respect of Taxes shall be apply only to Eurocurrency Loans; or (iii) at any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand that the making or continuance of any Eurocurrency Loan has been made (x) unlawful by Lenderany law, pay directly to directive or governmental rule, regulation or order, (y) impossible by compliance by any Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If Lender determines that compliance in good faith with any law or regulation or with any guideline or governmental request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy or otherwise has or would have (z) impracticable as a result of a contingency occurring after the effect date of reducing this Agreement which materially and adversely affects the rate of return on the capital of interbank Eurocurrency market; then, and in any such event, such Lender or Issuing Lender (or Administrative Agent, in the corporation controlling case of clause (i) above) shall promptly give notice (by telephone confirmed in writing) to Borrowers. Thereafter, (x) in the case of clause (i) above, Eurocurrency Loans shall no longer be available until such time as Administrative Agent notifies Borrowers’ Agent and the Lenders that the circumstances giving rise to such notice by Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion or Continuation given by any Borrower with respect to Eurocurrency Loans (other than with respect to conversions to Base Rate Loans, which shall be calculated without regard to clause (iii) of the definition thereof) which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such Borrower and, in the case of Alternative Currency Loans, such Loans shall thereafter bear interest at a rate equal to Administrative Agent’s cost of funds for such Alternative Currency plus the Applicable Eurocurrency Margin, (y) in the case of clause (ii) above, such Borrower shall pay to such Lender as a consequence or Issuing Lender, within ten days of written demand therefor, such additional amounts (in the form of an increased rate of, or with reference toa different method of calculating, interest or otherwise as such Lender or Issuing Lender in its sole discretion shall determine) as shall be required to compensate such Lender or Issuing Lender for such increased costs or reductions in amounts received or receivable hereunder (any written notice as to the facilities hereunder, by an amount deemed by additional amounts owed to such Lender to be material, the Borrower shall from time to time, upon demand by or Issuing Lender, pay to Lender additional amounts sufficient to compensate Lender or such other corporation showing in reasonable detail the reasonable basis for such reduction. A certificate as to such amountsthe calculation thereof, submitted to the Borrower Borrowers’ Agent by Lender, shall be conclusive and binding for all purposessuch Lender or Issuing Lender shall, absent manifest or demonstrable error. (c) In the event the LIBOR Reserve Requirement increases subsequent , be final and conclusive and binding; provided, that, no Lender or Issuing Lender shall be entitled to receive additional amounts pursuant to this Section 3.6 for periods occurring prior to the date hereof135th day before the giving of such notice, except that if the interest rate applicable Change in Law giving rise to such additional amounts is retroactive, then the 135 day period referred to above shall be extended to include the period of retroactive effect thereof); and (z) in the case of clause (iii) above, such Borrower shall take one of the actions specified in Section 3.6(b) as promptly as possible and, in any event, within the time period required by law. In determining such additional amounts pursuant to clause (y) of the immediately preceding sentence, each Lender and Issuing Lender shall act reasonably and in good faith and will, to the Note shall be extent the Reserve Adjusted LIBOR Rateincreased costs or reductions in amounts receivable relate to such Lender’s or Issuing Lender’s loans or letters of credit in general and are not specifically attributable to a Loan hereunder, use averaging and attribution methods which are reasonable and which cover all loans similar to the Loans made by or Letters of Credit participated, such Lender or Letters of Credit issued by such Issuing Lender whether or not the loan documentation for such other loans or letters of credit permits the Lender to receive increased costs of the type described in this Section 3.6(a).

Increased Costs, Illegality, etc. (a) If either In the event that (x) in the case of clause (i) below, the introduction of or any change in any law or regulation or Administrative Agent and (y) in the interpretation or administration case of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or clauses (ii) and (iii) below, the Required Term Loan Lenders (with respect to Term Loans) or the Required Revolving Credit Lenders (with respect to Revolving Credit Commitments) shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the LIBOR Rate for any Interest Period that (x) deposits in the principal amounts and currencies of the Loans comprising such LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Restatement Effective Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR Rate”; or (ii) at any time, that such Lenders shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (including any increased costs or reductions attributable to Taxes, other than any increase or reduction attributable to Indemnified Taxes, Excluded Taxes or Other Taxes) because of any Change in Law; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lenders in good faith with any law, governmental rule, regulation, guideline enacted after the date hereof or request from order (or would conflict with any such governmental authorityrule, includingregulation, without limitation, any central bank (whether guideline or order not having the force of lawlaw even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Restatement Effective Date that materially and adversely affects the interbank LIBOR market; (such Loans, “Impacted Loans”), then, and in any such event, such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Holdings, the Borrower, and to the Administrative Agent of such determination (which is not caused by an act or omission notice the Administrative Agent shall promptly transmit to each of Lender, including without limitation, its failure to maintain adequate capital, the other Lenders). Thereafter (x) subjects Lender in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies Holdings, the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or any corporation controlling Lender to any tax Notice of any kind whatsoever Conversion given by the Borrower with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured LIBOR Loans that have not yet been incurred shall be deemed rescinded by the overall net income of Lender or branchBorrower, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender case of agreeing to make or makingclause (ii) above, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time pay to timesuch Lenders, upon promptly after receipt of written demand by Lender, pay directly to Lender therefor such additional amounts sufficient (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable, in their reasonable discretion shall determine) as shall be required to compensate Lender such Lenders for such actual increased cost. A certificate costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the amount of additional amounts owed to such increased costLenders, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by Lendersuch Lenders shall, shall absent clearly demonstrable error, be final and conclusive and binding for upon all purposesparties hereto), absent manifest errorand (z) in the case of subclause (iii) above, the Borrower shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 2.10(b) promptly and, in any event, within the time period required by law. (b) If Lender determines At any time that compliance any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if a Notice of Borrowing or Notice of Conversion or Continuation with any law or regulation or with any guideline or request from any central bank or other governmental authority subsequent respect to the affected LIBOR Loan has been submitted pursuant to Section 2.3 but the affected LIBOR Loan has not been funded or continued, cancel such requested Borrowing by giving the Administrative Agent written notice thereof on the same date hereof that the Borrower was notified by Lenders pursuant to Section 2.10(a)(ii) or (whether iii) or not having (y) if the force of lawaffected LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) concerning If, after the Restatement Effective Date, any Change in Law relating to capital adequacy or otherwise liquidity of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy or liquidity occurring after the Restatement Effective Date, has or would have the effect of reducing the actual rate of return on the such Lender’s or its parent’s or its Affiliate’s capital of Lender or the corporation controlling Lender assets as a consequence ofof such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Affiliate could have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy or liquidity), or with reference to, the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall then from time to time, upon promptly after demand by Lendersuch Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such actual additional amount or amounts sufficient to as will compensate such Lender or such other corporation its parent for such actual reduction. A certificate as , it being understood and agreed, however, that a Lender shall not be entitled to such amountscompensation to the extent such Lender is not imposing such charges on, submitted or requesting such compensation from, borrowers (similarly situated to the Borrower by hereunder) under comparable syndicated credit facilities similar to the Credit Facilities. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) promptly following receipt of such notice. (d) Notwithstanding anything to the contrary in this Agreement or any other Credit Documents, if the Administrative Agent (after consultation with the Borrower) determines (which determination shall be conclusive and binding for all purposes, absent manifest error.), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (ci) In the event adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Reserve Requirement increases subsequent Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date hereofafter which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate applicable of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice , as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the Note benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended, (to the Reserve Adjusted extent of the affected LIBOR Loans or Interest Periods), and (y) the LIBOR Rate component shall no longer be utilized in determining the ABR. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of “LIBOR Successor Rate.” shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined in good faith (i) the introduction of or any change in any law or regulation or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposesshall, absent manifest error., be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (bi) If on any Interest Determination Date that, by reason of any changes arising after the Amendment No. 3 Effective Date affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the Eurodollar Rate; or (ii) at any time that such Lender determines that compliance shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loan because of (x) any change since the Amendment No. 3 Effective Date in any applicable law or regulation or with any governmental rule, regulation, order, guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, for example, but not limited to (A) a change in the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Amendment No. 3 Effective Date affecting such Lender, the interbank market or the position of such Lender in such market (whether or not such Lender was a Lender at the time of such occurrence); or (iii) at any time after the Amendment No. 3 Effective Date, that the making or continuance of any Eurodollar Loan has been made unlawful by any law or governmental rule, regulation or order (or would conflict with any governmental rule, regulation, guideline, request or order not having the force of law but with which such Lender customarily complies even though the failure to comply therewith would not be unlawful), or impracticable as a result of a contingency occurring after the Amendment No. 3 Effective Date which materially and adversely affects the applicable interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone confirmed in writing) to the applicable Borrower, and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies any affected Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by either Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such Borrower, (y) in the case of clause (ii) above, the respective Borrower or Borrowers, as the case may be, agrees to pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (with the written notice as to the additional amounts owed to such Lender, submitted to the respective Borrower or Borrowers by such Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the respective Borrower’s or Borrowers’ obligations to pay additional amounts pursuant to this Section 1.10(a) upon the subsequent submission of such notice) and (z) in the case of clause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Lender agrees that if it gives notice to either Borrower of any of the events described in clause (i), (ii) or (iii) above, it shall promptly notify such Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the applicable Borrower may (and, in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii), shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii), as the case may be, or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the circumstance described in Section 1.10(a)(iii), shall occur on the last day of the Interest Period then applicable to such Eurodollar Loan or such earlier day as shall be required by applicable law). (c) If any Lender shall have determined after the Amendment No. 3 Effective Date that the adoption or effectiveness after the Amendment No. 3 Effective Date of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change after the Amendment No. 3 Effective Date in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or otherwise not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s or such other controlling Person’s capital of Lender or the corporation controlling Lender assets as a consequence ofof such Lender’s Commitment or Commitments hereunder or its obligations hereunder to a level below that which such Lender or such other controlling Person could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or such other controlling Person’s policies with reference torespect to capital adequacy), the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall then from time to time, upon written demand by Lendersuch Lender (with a copy to the Administrative Agent), accompanied by the notice referred to in the next succeeding sentence of this Section 1.10(c), the Borrowers jointly and severally agree to pay to such Lender such additional amount or amounts sufficient to as will compensate such Lender or such other corporation controlling Person for such reductionreduction in the rate of return to such Lender or such other controlling Person. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 1.10(c), will give prompt written notice thereof to the relevant Borrower (a copy of which shall be sent by such Lender to the Administrative Agent), which notice shall set forth such Lender’s basis for asserting its rights under this Section 1.10(c) and the calculation, in reasonable detail, of such additional amounts claimed hereunder, although the failure to give any such notice shall not release or diminish either Borrower’s obligations to pay additional amounts pursuant to this Section 1.10(c) upon the subsequent receipt of such notice. A certificate as to such amounts, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes’s good faith determination of compensation owing under this Section 1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. (cd) In the event that any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Non-Dollar Denominated Letter of Credit, any Non-Dollar Denominated Bank Guaranties or any category of liabilities which includes deposits by reference to which the LIBOR Reserve Requirement increases subsequent interest rate on any Non-Dollar Denominated Letter of Credit or any Non-Dollar Denominated Bank Guaranty is determined or any category of extensions of credit or other assets which includes loans by a non United States office of any Lender to non United States residents, then, unless such reserves are included in the date hereof, calculation of the interest rate applicable to such Non-Dollar Denominated Letter of Credit or such Non-Dollar Denominated Bank Guaranty or in Section 1.10(a)(ii), such Lender shall promptly notify the Note shall be Borrowers in writing specifying the Reserve Adjusted LIBOR Rateadditional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts) and the Borrowers, jointly and severally agree to pay to such Lender such specified amounts as additional fees at the time that either Borrower is otherwise required to pay regularly accruing fees in respect of such Non-Dollar Denominated Letter of Credit or such Non-Dollar Denominated Bank Guaranty or, if later, on written demand therefor by such Lender.

Increased Costs, Illegality, etc. (a) If either In the event any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) the introduction of that, due to a Change in Law occurring at any time or any change in any law or regulation or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law)Effective Date, which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for Change in Law shall (A) taxes on impose, modify or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held byof, or deposits or other liabilities in with or for the account of, advances or loans by, or other credit or commitment therefor extended by, any Lender, (B) subject any Lender to any Tax with respect to any Credit Document or any LIBOR Loan made by it (other acquisition of funds bythan (i) Taxes indemnifiable under Section 5.4, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (zii) imposes Excluded Taxes), or (C) impose on any Lender or the corporation controlling Lender London interbank market any other condition, and as a result there shall be any increase cost or expense affecting this Agreement or LIBOR Loans made by such Lender, which results in the cost to such Lender of agreeing to make or making, fundingconverting into, continuing or maintaining advances LIBOR Loans hereunder increasing by an amount deemed which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to the foregoing shall be materialreduced; or (ii) at any time, then that the making or continuance of any LIBOR Loan has become unlawful as a result of compliance by such Lender in good faith with any Requirement of Law (or would conflict with any such Requirement of Law not having the force of law even though the failure to comply therewith would not be unlawful); then, and in any such event, such Lenders shall within a reasonable time thereafter give written notice to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, the Borrower shall from time pay to time, upon demand by such Lender, pay directly to Lender promptly (but no later than fifteen days) after receipt of written demand therefor such additional amounts sufficient as shall be required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by Lendersuch Lender shall, shall absent clearly demonstrable error, be final and conclusive and binding for upon all purposesparties hereto) and (y) in the case of clause (ii) above, absent manifest errorthe Borrower shall take one of the actions specified in Section 2.11(b) as promptly as possible and, in any event, within the time period required by applicable Requirements of Law. (b) If At any time that any LIBOR Loan is affected by the circumstances described in Section 2.11(a)(i) or (ii), the Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.11(a)(ii) shall) either (i) if the affected LIBOR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent written notice thereof on the same date that the Borrower was notified by a Lender determines that compliance with any law pursuant to Section 2.11(a)(i) or regulation or with any guideline or request from any central bank or other governmental authority subsequent (ii) if the affected LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the date hereof Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.11(b). (whether or not having c) If, after the force of law) concerning Effective Date, any Change in Law relating to capital adequacy or otherwise liquidity requirements of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy or liquidity requirements occurring after the Effective Date, has or would have the effect of reducing the rate of return on the such Lender’s or its parent’s capital of Lender or the corporation controlling Lender assets as a consequence ofof such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy or liquidity requirements), or with reference to, the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall then from time to time, upon promptly (but in any event no later than fifteen (15) days) after written demand by Lendersuch Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts sufficient to as will compensate such Lender or such other corporation its parent for such reduction. A certificate as , it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any applicable Requirement of Law as in effect on the Effective Date (except as otherwise set forth in the definition of Change in Law). Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.11(c), will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, submitted although the failure to give any such notice shall not, subject to Section 2.14, release or diminish the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest errorBorrower’s obligations to pay additional amounts pursuant to this Section 2.11(c) upon receipt of such notice. (c) In the event the LIBOR Reserve Requirement increases subsequent to the date hereof, the interest rate applicable to the Note shall be the Reserve Adjusted LIBOR Rate.

Increased Costs, Illegality, etc. (a) If either In the event that the Lender shall have determined on a reasonable basis (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the introduction interest rate applicable to any Eurodollar Loan for any Interest Period that, by reason of any changes arising after the Closing Date, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in this Agreement for such Eurodollar Loan; or (ii) at any time, that the Lender shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that the Lender deems material with respect to any Eurodollar Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or any a change in the rate of taxes or similar charges) because of (x) any law Change in Law (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves already includable in the interest rate applicable to such Eurodollar Loan pursuant to this Agreement) or regulation (y) other circumstances adversely affecting the London interbank market or the position of the Lender in any such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by the Lender in good faith with any Change in Law since the Closing Date, or the interpretation or administration of any law application thereof, or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance would conflict with any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or thereof not having the force of law)law but with which the Lender customarily complies, or has become impracticable as a result of a contingency occurring after the Closing Date that materially adversely affects the London interbank market; then, and in each such event, the Lender shall (1) on or promptly following such date or time and (2) within 10 Business Days of the date on which is not caused such event no longer exists give notice (by an act or omission telephone confirmed in writing) to the Borrower of Lender, including without limitation, its failure to maintain adequate capital, such determination. Thereafter (x) subjects in the case of clause (i) above, the affected Type of Eurodollar Loans shall no longer be available until such time as the Lender notifies the Borrower that the circumstances giving rise to such notice by the Lender no longer exist, and any Notice of Borrowing or any corporation controlling Lender to any tax Notice of any kind whatsoever Continuation or Conversion given by the Borrower with respect to this Agreementsuch Type of Eurodollar Loans that have not yet been incurred, Converted or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured Continued shall be deemed rescinded by the overall net income of Lender or branchBorrower or, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for Base Rate Loans to be made on the date of Borrowing contained in such taxes); Notice of Borrowing, (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender case of agreeing to make or makingclause (ii) above, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time pay to time, upon demand by the Lender, pay directly to Lender promptly following written demand therefor, such additional amounts sufficient (in the form of an increased rate of, or a different method of calculating, interest or otherwise as the Lender shall determine) as shall be required to compensate the Lender for such increased cost. A certificate costs or reductions in amounts receivable hereunder (a written notice as to the amount of such increased costadditional amounts owed to the Lender, showing the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower by Lender, shall be conclusive and binding for all purposesthe Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 3.01(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 3.01(a)(iii) the Borrower shall) either (i) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, by giving the Lender telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by the Lender pursuant to Section 3.01(a)(ii) or (iii), cancel said Borrowing, or convert the related Notice of Borrowing into one requesting a Borrowing of Base Rate Loans or require the Lender to make its requested Loan as a Base Rate Loan, or (ii) if the affected Eurodollar Loan is then outstanding, upon at least one Business Day’s notice to the Lender, require the Lender to Convert each such Eurodollar Loan into a Base Rate Loan. (c) If the Lender determines shall have determined that compliance with after the Closing Date, any law or regulation or with Change in Law regarding capital adequacy by any guideline or request from any Governmental Authority, central bank or other governmental authority subsequent to comparable agency charged by law with the date hereof interpretation or administration thereof, or compliance by the Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) concerning capital adequacy of any such authority, central bank, or otherwise comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by the Lender to be material to the rate of return on the Lender’s or its parent corporation capital of Lender or the corporation controlling Lender assets as a consequence ofof the Lender’s commitments or obligations hereunder to a level below that which the Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the Lender’s or its parent corporation policies with reference torespect to capital adequacy), the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall then from time to time, upon within 15 days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts sufficient to as will compensate the Lender or such other its parent corporation for such reduction. A certificate as The Lender, upon determining reasonably that any additional amounts will be payable pursuant to this Section 3.01(c), will give prompt written notice thereof to the Borrower, which notice shall set forth, in reasonable detail, the basis of the calculation of such additional amounts, submitted which basis must be reasonable, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 3.01(c) upon the subsequent receipt of such notice. (d) Notwithstanding anything in this Agreement to the contrary, (i) the Lender shall not be entitled to compensation or payment or reimbursement of other amounts under Section 3.01 or Section 3.04 for any amounts incurred or accruing more than 90 days prior to the giving of notice to the Borrower by Lenderof additional costs or other amounts of the nature described in such Sections, and (ii) the Lender shall be conclusive and binding not demand compensation for all purposes, absent manifest error. (cany reduction referred to in Section 3.01(c) In or payment or reimbursement of other amounts under Section 3.04 if it shall not at the event the LIBOR Reserve Requirement increases subsequent to the date hereof, the interest rate applicable to the Note shall time be the Reserve Adjusted LIBOR Rategeneral policy or practice of the Lender to demand such compensation, payment or reimbursement in similar circumstances under comparable provisions of other credit agreements.

Increased Costs, Illegality, etc. (i) In the event that any Lender, including Agent, shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clauses (a) If either and (ib)(y) below, shall be made only after consultation with Company and Agent): (a) on any date for determining the introduction Adjusted Eurodollar Rate for any Interest Period that, by reason of any changes arising on or after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Adjusted Eurodollar Rate so that the determined rate will not adequately and fairly reflect the costs of the Lender making the relevant Eurodollar Rate Loan; or (b) at any change time, that such Lender shall incur increased costs or reductions in any law or regulation the amounts or in the interpretation rate of return received or administration receivable hereunder with respect to any Loan bearing interest by reference to the Adjusted Eurodollar Rate because of (x) any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from change since the date hereof of this Agreement in any applicable law, governmental rule, regulation, guideline or (ii) the compliance with any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (order whether or not having the force of law), which is not caused by an act law (or omission of Lender, in the interpretation or administration thereof and including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax the introduction of any kind whatsoever with respect new law or governmental rule, regulation, guideline or order) (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes extent included in the rate computation of such taxesthe Adjusted Eurodollar Rate); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition circumstances affecting such Lender, the interbank Eurodollar market or the position of funds by, any office such Lender in such market and/or (z) the maintenance of Lender which are reserves not otherwise included reflected in any the determination of the Reserve Adjusted LIBOR Rate Eurodollar Rate, as the case may be; or (c) at any time, that the making or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender continuance of any other condition, and Loan has become unlawful as a result there shall be any increase of compliance by such Lender in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If Lender determines that compliance good faith with any law law, governmental rule, regulation, guideline or regulation order (or would conflict with any such governmental rule, regulation, guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or order not having the force of law) concerning capital adequacy law even though the failure to comply therewith would not be unlawful), or otherwise has or would have the effect of reducing the rate of return on the capital of Lender or the corporation controlling Lender become impracticable as a consequence result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender on such date may give notice (by telephone, confirmed in writing) to Company and to Agent of such determina- tion (which notice Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (a) above, Eurodollar Rate Loans shall no longer be available until such time as Agent notifies Company and Lenders that the circumstances giving rise to such notice by Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation pursuant to subsections 2.1.B or 2.3.E respectively, given by Company with respect to such Loans which have not yet been incurred shall be deemed rescinded by Company, (y) in the case of clause (b) above, Company shall pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or with reference toa different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (a written notice as to the facilities hereunder, by an amount deemed by Lender additional amounts owed to be material, the Borrower shall from time to time, upon demand by such Lender, pay to Lender additional amounts sufficient to compensate Lender or such other corporation showing the basis for such reduction. A certificate as to such amountsthe calculation thereof, submitted to the Borrower Company by Lender, shall be conclusive and binding for all purposessuch Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (c) above, Company shall take one of the actions specified in subsection 2.8.A.(ii) as promptly as possible and, in any event, within the time period required by law. (cii) In At any time that any Loan is affected by the event circumstances described in subsection 2.8.A (an Affected Loan ), Company may (and in the LIBOR Reserve Requirement increases subsequent case of an Affected Loan pursuant to subsection 2.8.A.(i)(c) shall) either (a) if the Affected Loan is then being made pursuant to a Notice of Borrowing or being converted or continued pursuant to a Notice of Conversion/Continuation, cancel said Notice of Borrowing or Notice of Conversion/Continuation, as the case may be, by giving Agent telephonic notice (confirmed promptly in writing) thereof on the same date hereofthat Company was notified by a Lender pursuant to subsection 2.8.A, or (b) if the interest rate applicable Affected Loan is then outstanding, upon at least three Business Days notice to Agent, require the Note shall Lender (the Affected Lender ) who has made such Affected Loan to convert each such Affected Loan into a Base Rate Loan; provided that if more than one Lender is affected at any time, then all Affected Lenders must be treated in the Reserve Adjusted LIBOR Ratesame manner pursuant to this subsection 2.8.A.(ii).

Increased Costs, Illegality, etc. (a) EURIBOR Rate Unavailable. If either on or before any Interest Setting Date: (i) the Agent determines (which determination shall be conclusive absent manifest error) that by reason of any changes arising after the Effective Date, adequate and reasonable means do not exist for ascertaining the EURIBOR Rate; or (ii) the Agent is advised by the Majority Holders that the EURIBOR Rate will not adequately and fairly reflect the cost to such Persons of making or maintaining their Advances or Investments, as applicable; or (iii) any Note Holder or the Lessor shall notify the Agent that the introduction of or any change in any law or regulation or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted in each case after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this AgreementEffective Date makes it unlawful, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If Lender determines that compliance with any law or regulation or with any guideline or request from any central bank or other governmental authority subsequent to having jurisdiction over any Note Holder or the date hereof Lessor asserts after the Effective Date that it is unlawful, for any such Person, or the office through which such Person makes Fundings at the EURIBOR Rate, or compliance by any Note Holder or the Lessor (or its lending office) with any request or directive (whether or not having the force of law) concerning capital adequacy of any Governmental Authority made after the Effective Date shall make it impossible, to perform its obligations hereunder with respect to the EURIBOR Rate or otherwise has to fund or would maintain Advances or Investments; or (iv) an Event of Default or Unwind Event shall have the effect of reducing the rate of return on the capital of Lender or the corporation controlling Lender as a consequence ofoccurred and be continuing; then, or with reference toand in any such event, the facilities hereunderAgent shall give notice thereof (by telephone, by an amount deemed by Lender to be material, the Borrower shall from time to time, upon demand by Lender, pay to Lender additional amounts sufficient to compensate Lender or such other corporation for such reduction. A certificate as to such amounts, submitted promptly confirmed in writing) to the Borrower Company and the Lessor of such determination. Any request for a Funding pursuant to Section 1.03 shall in be ineffective; provided, however, if the circumstances giving rise to the notice given by Lenderthe Agent do not affect all the Note Holders and the Lessor, then requests for Fundings shall be conclusive and binding effective for all purposes, absent manifest errorthose Persons not affected by such notice. (c) In the event the LIBOR Reserve Requirement increases subsequent to the date hereof, the interest rate applicable to the Note shall be the Reserve Adjusted LIBOR Rate.

Increased Costs, Illegality, etc. (a) If either In the event that the Fronting Bank or any Lender shall have reasonably determined (which determination with respect to clause (i) below, may be made only by the introduction Agent): (i) on any Interest Determination Date that, by reason of or any change in any law or regulation or changes arising after the date of this Agreement affecting the interbank Eurodollar market adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or Eurodollar Rate; or (ii) at any time, that the compliance Fronting Bank or such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force Eurodollar Rate Advance because of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes change since the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included Effective Date in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If Lender determines that compliance with any law or regulation or with any guideline or request from any central bank or other governmental authority subsequent to the date hereof Applicable Law (whether or not having the force of law) concerning capital adequacy (or otherwise has in the interpretation or would have administration thereof and including the effect introduction of reducing any new law or governmental rule, regulation, order or request), such as, for example, but not limited to, (A) a change in the basis of taxation of payments to the Fronting Bank or any Lender of the principal of or interest on any Eurodollar Rate Advance, any Fronting Lender Interests, any Reimbursement Amounts or any other amounts payable hereunder (except for changes in the rate of return on the capital of Lender or the corporation controlling Lender as a consequence oftax on, or with determined by reference to, the facilities hereundernet income or profits of the Fronting Bank or such Lender imposed by the jurisdiction in which its principal office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent covered by an amount Section 2.06(c) and/or (y) other circumstances affecting the Fronting Bank or such Lender or the interbank Eurodollar market or the position of the Fronting Bank or such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Rate Advance has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by the Fronting Bank or such Lender with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, the Fronting Bank or such Lender acting through the Agent (or the Agent, in the case of clause (i) above) shall promptly give notice to the Borrower and, except in the case of clause (i) above, to the Agent of such determination (which notice the Agent shall promptly transmit to the Fronting Bank and each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Rate Advances shall no longer be available until such time as the Agent notifies the Borrower, the Fronting Bank and the Lenders that the circumstances giving rise to such notice by the Agent no longer exist, and any Notice of Conversion given by the Borrower with respect to Eurodollar Rate Advances which have not yet been incurred by way of conversion shall be deemed rescinded by Lender to be materialthe Borrower, (y) in the case of clause (ii) above, the Borrower shall from time pay to timethe Fronting Bank or such Lender, upon written demand by therefor (which written demand shall show the basis for all calculations), such additional amounts as shall be required to compensate the Fronting Bank or such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to the Fronting Bank or such Lender, pay to Lender additional amounts sufficient to compensate Lender or such other corporation showing the basis for such reduction. A certificate as to such amountsthe calculation thereof, submitted to the Borrower by Lender, the Fronting Bank or such Lender shall be conclusive and binding for on all purposesthe parties hereto, absent manifest errorprovided such determinations are made reasonably and in good faith) and (z) in the case of clause (iii) above, take one of the actions specified in Section 2.06(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Rate Advance is affected by the circumstances described in Section 2.06(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Rate Advance affected by the circumstances described in Section 2.06(a)(iii) shall) either (i) if the affected Eurodollar Rate Advance is then being made pursuant to a conversion, cancel said Borrowing by giving the Agent notice by telephone of the cancellation on the same date that the Borrower was notified by the Fronting Bank or the Lender or the Agent pursuant to Section 2.06(a)(ii) or (iii), or (ii) if the affected Eurodollar Rate Advance is then outstanding, upon at least three Business Days' written notice to the Agent, convert such Eurodollar Rate Advance into a Alternate Base Rate Advance. (c) In the event that the LIBOR Fronting Bank or any Lender shall determine (which determination shall be conclusive and binding on all the parties hereto, provided such determination is made reasonably and in good faith) at any time that by reason of Regulation D the Fronting Bank or any Lender is required to maintain reserves in respect of Eurocurrency liabilities (as defined in Regulation D) during any period that it has a Eurodollar Rate Advance outstanding (each such period, for the Fronting Bank or any Lender, a "Eurocurrency Reserve Requirement increases subsequent Period"), then the Fronting Bank or such Lender acting through the Agent shall promptly give notice to the date hereofBorrower of such determination (which notice the Agent shall promptly transmit to each of the other Lenders), and the Borrower shall directly pay to the Fronting Bank or such Lender additional interest on the unpaid principal portion of each Eurodollar Rate Advance of the Fronting Bank or such Lender during such Eurocurrency Reserve Period at a rate per annum which shall, during each Interest Period applicable to such Eurodollar Rate Advance, be the Note amount by which (i) the Eurodollar Rate for such Interest Period divided (and rounded upward to the next whole multiple of 1/16 of 1%) by a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities (as defined in Regulation D) exceeds (ii) the Eurodollar Rate for such Interest Period. Additional interest payable pursuant to the immediately preceding sentence shall be paid by the Borrower at the time that it is otherwise required to pay interest in respect of such Eurodollar Rate Advance or, if later demanded by the Fronting Bank or any Lender, promptly on demand. The Fronting Bank and each Lender agrees that if it gives notice to the Borrower of the existence of a Eurocurrency Reserve Adjusted LIBOR RatePeriod, it shall promptly notify the Borrower of any termination thereof, at which time the Borrower shall cease to be obligated to pay additional interest to the Fronting Bank or such Lender pursuant to the first sentence of this Section 2.06(c) until such time, if any, as a subsequent Eurocurrency Reserve Period shall occur. (d) The Fronting Bank and each Lender shall immediately notify the Borrower of any event of which the Fronting Bank or Lender has knowledge that will entitle it to compensation pursuant to this Section 2.06 and will exercise reasonable diligence to designate a different Eurodollar lending office and/or take other measures which will avoid the need for such compensation for increased costs and will not result in material costs to such Fronting Bank or Lender, or be otherwise disadvantageous (in its sole discretion) to such Fronting Bank or Lender.

Increased Costs, Illegality, etc. (a) If either any Lender (or, with respect to clause (i) below, the introduction Administrative Agent) shall have determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any Interest Determination Date that, by reason of or any change in any law or regulation or changes arising after the Effective Date affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the compliance amounts received or receivable hereunder with respect to any guideline enacted Eurodollar Loan because of (x) any change arising after the date hereof Effective Date in any applicable law or governmental rule, regulation, order, guideline or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act ) or omission of Lender, in the interpretation or administration thereof and including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax the introduction of any kind whatsoever with respect to this Agreementnew law or governmental rule, regulation, order, guideline or changes request, such as, for example, but not limited to: (A) a change in the basis of taxation of payments payment to any Lender of principal, commissions, fees, interest, the principal of or interest on the Notes or any other amount amounts payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifiestax on, or holds determined by reference to, the net income or profits of such Lender pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any reserve, subdivision thereof or therein) or (B) a change in official reserve requirements (except to the extent included in the computation of the Eurodollar Rate or covered by Section 1.11(d)) or any special deposit, compulsory loan, assessment or similar requirement against assets held byof, or deposits or other liabilities in with or for the account of, advances or loans by, or other credit or commitment therefor extended by, any Lender (or its applicable lending office) and/or (y) other circumstances since the Effective Date affecting the applicable interbank market; or (iii) at any other acquisition time after the Effective Date, that the making or continuance of funds byany Eurodollar Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by any office Lender in good faith with any governmental request (whether or not having the force of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; law) or (z) imposes on Lender or the corporation controlling Lender any other condition, and impracticable as a result there of a contingency occurring after the date of this Agreement which materially and adversely affects the applicable interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone promptly confirmed in writing) to the Borrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be any increase deemed rescinded by the Borrower, (y) in the cost to Lender case of agreeing to make or makingclause (ii) above, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time pay to timesuch Lender, upon demand by Lenderits written request therefor, pay directly to Lender such additional amounts sufficient (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts received or receivable hereunder (a written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by Lender, shall be conclusive and binding for all purposessuch Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.11(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.11(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.11(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, request the affected Lender to convert such Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the circumstances described in Section 1.11(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan (or such earlier date as shall be required by applicable law)); provided that, if more than one Lender is affected at any time as described above in this clause (b), then all affected Lenders must be treated the same pursuant to this Section 1.11(b). (c) If at any time after the Effective Date any Lender determines that compliance with the introduction of or any change (which introduction or change shall have occurred after the Effective Date) in any applicable law or regulation or with any guideline governmental rule, regulation, order, guideline, directive or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy adequacy, or otherwise has any change in interpretation or would administration thereof by the National Association of Insurance Commissioners (“NAIC”) or any governmental authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the capital existence of Lender such Lender’s Commitments hereunder or the corporation controlling Lender as a consequence of, or with reference to, the facilities its obligations hereunder, by an amount deemed by Lender to be material, then the Borrower shall from time agrees to timepay to such Lender, upon its written demand by Lendertherefor, pay to Lender such additional amounts sufficient as shall be required to compensate such Lender or such other corporation for such reduction. A certificate as the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, submitted to the Borrower by each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender, shall be conclusive and binding for all purposes’s determination of compensation owing under this Section 1.11(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 1.11(c), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts. (cd) In the event the LIBOR Reserve Requirement increases subsequent If any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to the date hereofmaintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Eurodollar Loans or any category of liabilities which includes deposits by reference to which the interest rate applicable on any Eurodollar Loan is determined or any category of extensions of credit or other assets which includes loans of the same or similar type as any Eurodollar Loans, then, unless such reserves are already being charged for pursuant to Section 1.11(a)(ii), such Lender shall promptly notify the Note Borrower in writing specifying the additional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts) and the Borrower shall, and shall be obligated to, pay to such Lender such specified amounts as additional interest at the Reserve Adjusted LIBOR Ratetime that the Borrower is otherwise required to pay interest in respect of such Eurodollar Loans or, if later, on written demand therefor by such Lender.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the introduction Administrative Agent): (i) on any Interest Determination Date that, by reason of or any change in any law or regulation or changes arising after the Restatement Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the compliance amounts received or receivable hereunder with respect to any Eurodollar Loan because of (x) any change since the Restatement Effective Date in any applicable law or governmental rule, regulation, order, guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act ) or omission of Lender, in the interpretation or administration thereof and including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax the introduction of any kind whatsoever with respect to this Agreementnew law or governmental rule, regulation, order, guideline or changes request, such as, for example, but not limited to: (A) a change in the basis of taxation of payments payment to any Lender of principal, commissions, fees, interest, the principal of or interest on the Loans or the Notes or any other amount amounts payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of tax on, or determined by reference to, the net income or net profits of such taxesLender, or any franchise tax based on the net income or profits of such Lender, in either case pursuant to the laws of the United States of Americas, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein); , but without duplication of any amounts payable in respect of Taxes pursuant to Section 4.04(a), or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) imposesother circumstances arising since the Restatement Effective Date affecting such Lender, modifiesthe interbank Eurodollar market or the position of such Lender in such market (including the Eurodollar Rate with respect to such Eurodollar Loan does not adequately and fairly reflect the cost to such Lender of funding such Eurodollar Loan); or (iii) at any time, that the making or holds applicable continuance of any reserveEurodollar Loan has been made (x) unlawful by any law or governmental rule, special depositregulation or order, compulsory loan, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition not having force of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; law) or (z) imposes on Lender or the corporation controlling Lender any other condition, and impracticable as a result there of a contingency occurring after the Restatement Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone confirmed in writing) to the Borrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be any increase deemed rescinded by the Borrower, (y) in the cost case of clause (ii) above, the Borrower agrees, subject to Lender the provisions of agreeing Section 13.15 (to make or makingthe extent applicable), fundingto pay to such Lender, upon such Lender’s written request therefor, such additional amounts (in the form of an increased rate of, or maintaining advances by an amount deemed by a different method of calculating, interest or otherwise as such Lender to in its reasonable discretion shall determine) as shall be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts received or receivable hereunder (a written notice as to the amount of additional amounts owed to such increased costLender, showing the basis for the calculation thereof, submitted to the Borrower by Lender, shall be conclusive and binding for all purposessuch Lender in good faith shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Lender agrees that if it gives notice to the Borrower of any of the events described in clause (i) or (iii) above, it shall promptly notify the Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. If any such event described in clause (iii) above ceases to exist as to a Lender, the obligations of such Lender to make Eurodollar Loans and to convert Base Rate Loans into Eurodollar Loans on the terms and conditions contained herein shall be reinstated. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii), the Borrower may, and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii), the Borrower shall, either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least one Business Day’s written notice to the Administrative Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan at the end of the then current Interest Period or at such earlier date as may be required to eliminate such circumstance or to comply with applicable law, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 1.10(b). (c) If any Lender determines that compliance with after the Restatement Effective Date the introduction or effectiveness of or any change in any applicable law or regulation or with any guideline governmental rule, regulation, order, guideline, directive or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy adequacy, or otherwise has any change in interpretation or would administration thereof by any governmental authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the capital existence of Lender such Lender’s Commitment hereunder or the corporation controlling Lender as a consequence of, its Loans or with reference to, the facilities obligations hereunder, by an amount deemed by Lender to be material, then the Borrower shall from time agrees, subject to timethe provisions of Section 13.15 (to the extent applicable), to pay to such Lender, upon its written demand by Lendertherefor, pay to Lender such additional amounts sufficient as shall be required to compensate such Lender or such other corporation for such reduction. A certificate as the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, submitted to the Borrower by each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender, shall be conclusive and binding for all purposes’s determination of compensation owing under this Section 1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 1.10(c), will give written notice thereof to the Borrower, which notice shall show the basis for calculation of such additional amounts. (cd) In the event the LIBOR Reserve Requirement increases subsequent Notwithstanding anything in this Agreement to the date hereofcontrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the interest rate applicable Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to the Note Basel III, shall be deemed to be a change after the Reserve Adjusted LIBOR RateRestatement Effective Date in a requirement of law or government rule, regulation or order, regardless of the date enacted, adopted, issued or implemented (including for purposes of this Section 1.10 and Section 2.06).

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the introduction Administrative Agent): (i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Euro Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Euro Rate Loan because of (x) any Change in Law, such as, for example, but not limited to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on the Loans or the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Effective Date affecting such Lender, the interbank market or the position of such Lender in such market (whether or not such Lender was a Lender at the time of such occurrence); (iii) at any time, that the making or continuance of any Euro Rate Loan has been made unlawful by any law or governmental rule, regulation or in the interpretation order (or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance would conflict with any guideline enacted after the date hereof governmental rule, regulation, guideline, request or request from any such governmental authority, including, without limitation, any central bank (whether or order not having the force of lawlaw but with which such Lender customarily complies even though the failure to comply therewith would not be unlawful), or impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects the applicable interbank market; or (iv) at any time that a Non-Dollar Currency is not caused available in sufficient amounts, as determined in good faith by an act the Administrative Agent, to fund any Borrowing of Non-Dollar Denominated Loans requested pursuant to Section 2.01; then, and in any such event, such Lender (or omission the Administrative Agent, in the case of Lenderclause (i) above) shall promptly give notice (by telephone confirmed in writing) to the Borrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (w) in the case of clause (i) above, (A) in the event Eurodollar Loans are so affected, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including without limitationby way of conversion) shall be deemed rescinded by the Borrower and (B) in the event that any Non-Dollar Denominated Loan is so affected, its failure the relevant Euro Rate shall be determined on the basis provided in the proviso to maintain adequate capitalthe definition of the relevant Euro Rate, (x) subjects Lender or any corporation controlling Lender in the case of clause (ii) above, the Borrower agrees to any tax pay to such Lender, upon written demand therefor, such additional amounts (in the form of any kind whatsoever with respect to this Agreementan increased rate of, or changes the basis a different method of taxation of payments to calculating, interest or otherwise as such Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (Ain its sole discretion shall determine) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts received or receivable hereunder (with the written notice as to the amount of additional amounts owed to such increased costLender, submitted to the Borrower by Lender, shall be conclusive and binding for all purposessuch Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(a) upon the subsequent receipt of such notice), (y) in the case of clause (iii) above, the Borrower or shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law and (z) in the case of clause (iv) above, Non-Dollar Denominated Loans denominated in the affected Non-Dollar Currency (exclusive of any such Non-Dollar Denominated Loans which have theretofore been funded) shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or notice pursuant to Section 2.03(b)(i) given by the Borrower with respect to such Non-Dollar Denominated Loans which have not been incurred shall be deemed rescinded by the Borrower. Each of the Administrative Agent and each Lender agrees that if it gives notice to the Borrower of any of the events described in clause (i), (ii), (iii) or (iv) above, it shall promptly notify the Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. (b) At any time that any Euro Rate Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a Euro Rate Loan affected by the circumstances described in Section 2.10(a)(iii) shall) either (x) if the affected Euro Rate Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Euro Rate Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, (A) in the case of a Eurodollar Loan, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the circumstance described in Section 2.10(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan or such earlier day as shall be required by applicable law) and (B) in the case of any Euro Rate Loan (other than a Eurodollar Loan), repay all outstanding Borrowings which include such affected Euro Rate Loans in full in accordance with the applicable requirements of Section 5.01; provided that, (i) if the circumstances described in Section 2.10(a)(iii) apply to any Non-Dollar Denominated Loan, the Borrower, may, in lieu of taking the actions described above, maintain such Non-Dollar Denominated Loan outstanding, in which case, (x) in the case of Euro Denominated Loans, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of “Euro LIBOR” or (y) in the case of Sterling Denominated Term Loans, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Sterling LIBOR, as the case may be, unless the maintenance of such Non-Dollar Denominated Loan outstanding on such basis would not stop the conditions described in Section 2.10(a)(iii) from existing (in which case the actions described above, without giving effect to the proviso, shall be required to be taken) and (ii) if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.10(b). (c) If any Lender or Issuing Lender determines in good faith that compliance with any law Change in Law affecting such Lender or regulation Issuing Lender or with any guideline lending office of such Lender or request from any central bank Issuing Lender or other governmental authority subsequent to the date hereof (whether such Lender’s or not having the force of law) concerning Issuing Lender’s holding company, if any, regarding capital adequacy or otherwise requirements, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of Lender such Lender’s or the corporation controlling Lender Issuing Lender’s holding company, if any, as a consequence of this Agreement, or the Loans made by, or issuance of, or with reference toparticipations in Letters of Credit by, the facilities hereunder, by an amount deemed by such Lender or Issuing Lender to be materiala level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company would have achieved with respect to such Lender’s or Issuing Lender’s Loans and issuance of, or participations in, Letters of Credit but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies and the Borrower shall policies of such Lender’s or Issuing Lender’s holding company with respect to capital adequacy), then from time to time, upon demand by time the Borrower (with respect to the affected Loans or Letters of Credit or participations therein of such Lender or Issuing Lender, ) will pay to such Lender or Issuing Lender such additional amount or amounts sufficient to as will compensate such Lender or Issuing Lender or such other corporation Lender’s or Issuing Lender’s holding company for any such reductionreduction suffered. A certificate as Each Lender and each Issuing Lender, upon determining in good faith that any additional amounts will be payable pursuant to such amountsthis Section 2.10(c), submitted will give prompt written notice thereof to the Borrower by Lender, (a copy of which shall be conclusive sent by such Lender or Issuing Lender to the Administrative Agent), which notice shall set forth such Lender’s or Issuing Lender’s basis for asserting its rights under this Section 2.10(c) and binding for all purposesthe calculation, in reasonable detail, of such additional amounts claimed hereunder, although the failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) upon the subsequent receipt of such notice. A Lender’s or Issuing Lender’s good faith determination of compensation owing under this Section 2.10(c) shall, absent manifest error. (c) , be final and conclusive and binding on all the parties hereto. In the event that any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Non-Dollar Denominated Loans or any category of liabilities which includes deposits by reference to which the LIBOR Reserve Requirement increases subsequent interest rate on any Non-Dollar Denominated Loan is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, then, unless such reserves are included in the date hereof, calculation of the interest rate applicable to such Non-Dollar Denominated Loans or in Section 2.10(a)(ii), such Lender shall promptly notify the Note Borrower in writing specifying the additional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts) and the Borrower shall be pay to such Lender such specified amounts as additional interest at the Reserve Adjusted LIBOR Ratetime that the Borrower is otherwise required to pay interest in respect of such Non-Dollar Denominated Loan or, if later, on written demand therefor by such Lender.

Increased Costs, Illegality, etc. (a) If If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements that are expressly included in any law or regulation the calculation of the Eurodollar Reserve Rate) in or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any such governmental authorityhereafter adopted, includingpromulgated or made, without limitation, by any central bank or other Governmental Authority (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender any Holder of agreeing to make or making, funding, funding or maintaining advances by an amount deemed by Lender to be materialHolder Fundings, then the Borrower Owner Trustee shall from time to time, upon demand by Lendersuch Holder, pay directly to Lender such Holder additional amounts sufficient to compensate Lender such Holder for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower Owner Trustee by Lendersuch Holder, shall be conclusive and binding for all purposes, absent manifest error. (b) If Lender any Holder determines that compliance with any law or regulation or with any guideline or request from any central bank or other governmental authority subsequent to the date hereof Governmental Authority (whether or not having the force of law, but in each case promulgated or made after the date hereof) concerning capital adequacy or otherwise has affects or would have affect the effect amount of reducing the rate of return on the capital of Lender required or the expected to be maintained by such Holder or any corporation controlling Lender as a consequence ofsuch Holder and that the amount of such capital is increased by or based upon the existence of such Holder's commitment to make Holder Fundings hereunder and other commitments of this type, or with reference to, the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall from time to timethen, upon demand by Lendersuch Holder, the Owner Trustee shall immediately pay to Lender such Holder, from time to time as specified by such Holder, additional amounts sufficient to compensate Lender such Holder or such other corporation for in the light of such reductioncircumstances, to the extent that such Holder reasonably determines such increase in capital to be allocable to the existence of such Holder's commitment to make Holder Fundings hereunder. A certificate as to such amounts, amounts submitted to the Borrower Owner Trustee by Lender, such Holder shall be conclusive and binding for all purposes, absent manifest error. (c) In Without affecting its rights under Section 3.9(a) or 3.9(b) or any other provision of this Trust Agreement, each Holder agrees that if there is any increase in any cost to or reduction in any amount receivable by such Holder with respect to which the event the LIBOR Reserve Requirement increases subsequent Owner Trustee would be obligated to the date hereofcompensate such Holder pursuant to Section 3.9(a) or 3.9(b) or 2.10(b), the interest rate applicable such Holder shall use reasonable efforts to the Note select an alternative office from which to fund Holder Fundings which would not result in any such increase in any cost to or reduction in any amount receivable by such Holder; provided, however, that no Holder shall be obligated to select such an alternate office if such Holder determines that (i) as a result of such selection such Holder would be in violation of any applicable law, regulation, treaty, or guideline, or would incur additional costs or expenses or (ii) such selection would be inadvisable for regulatory reasons or would impose an unreasonable burden or additional costs on such Holder. (d) Notwithstanding any other provision of this Trust Agreement, if any Holder shall notify the Reserve Adjusted LIBOR RateOwner Trustee that the introduction of or any change in any law or regulation, or in the interpretation of any law or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any Holder to perform its obligations hereunder to make or maintain Eurodollar Holder Fundings then (i) each Eurodollar Holder Funding will automatically, at the end of the Interest Period for such Eurodollar Holder Funding, convert into a Base Rate Holder Funding and (ii) the obligation of the Holders to make, convert or continue Eurodollar Holder Fundings shall be suspended until such Holder shall notify the Owner Trustee that such Holder has determined that the circumstances causing such suspension no longer exist.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined (iwhich determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (A) below, may be made only by the introduction Administrative Agent): (A) on any Interest Determination Date that, by reason of any changes arising after the Closing Date affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the relevant Fixed Rate; or (B) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan because of (x) any change since the Closing Date in any applicable law or regulation or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any rule, regulation, order, guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBOR Rate or a change in the basis of taxation with respect to payments to a Lender of principal of or interest on the Loans or any other amounts payable hereunder and/or (y) other circumstances arising since the Closing Date affecting such Lender, the interbank market or the position of such Lender in such market (including that the Fixed Rate with respect to such Fixed Rate Loan does not adequately and fairly reflect the cost to such Lender of funding such Fixed Rate Loan); or (C) at any time, that the making or continuance of any Fixed Rate Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the Closing Date which materially and adversely affects the applicable interbank market; or (D) at any time that the respective Alternate Currency is not caused available in sufficient amounts to fund any Borrowing of such Alternate Currency Loans requested pursuant to Section 2.1; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (A) or (D) above) shall promptly give notice (by an act telephone promptly confirmed in writing) to the U.S. Borrower and, except in the case of clauses (A) and (D) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (w) in the case of clause (A) above, (i) in the event LIBOR Loans are so affected, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the U.S. Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or omission Notice of LenderConversion/Continuation given by the U.S. Borrower with respect to LIBOR Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the U.S. Borrower and (ii) in the event that any Alternate Currency Loans are so affected, including without limitation, its failure the relevant Fixed Rate shall be determined on the basis provided in the proviso to maintain adequate capitalthe definition of the relevant Fixed Rate, (x) subjects Lender or any corporation controlling Lender to any tax in the case of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or clause (B) changes above, the U.S. Borrower agrees to pay to such Lender, upon such Lender’s written request therefor, such additional amounts (in the form of an increased rate of such taxes); (y) imposes, modifiesof, or holds applicable any reservea different method of calculating, special deposit, compulsory loan, interest or similar requirement against assets held by, or deposits or other liabilities in or for otherwise as such Lender shall determine after consultation with the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (zU.S. Borrower) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts received or receivable hereunder (a written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for the calculation thereof, submitted to the U.S. Borrower by Lender, shall be conclusive and binding for all purposessuch Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto), (y) in the case of clause (C) above, the respective Borrower shall take one of the actions specified in Section 2.11(b) as promptly as possible and, in any event, within the time period required by law and (z) in the case of clause (D) above, Alternate Currency Loans (exclusive of any such Alternate Currency Loans which have theretofore been funded) shall no longer be available until such time as the Administrative Agent notifies the respective Borrower or Borrowers and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing given by the respective Borrower or Borrowers with respect to such Alternate Currency Loans which have not been incurred shall be deemed rescinded by such Borrower or Borrowers. (b) At any time that any Fixed Rate Loan is affected by the circumstances described in Section 2.11(a)(B), each Borrower may, and in the case of a Fixed Rate Loan affected by the circumstances described in Section 2.11(a)(C), each Borrower shall, either (x) if the affected Fixed Rate Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.11(a)(B) or (C) or (y) if the affected Fixed Rate Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, (i) in the case of a LIBOR Loan, require the affected Lender to convert such LIBOR Loan into a Base Rate Loan and (ii) in the case of any Fixed Rate Loan (other than a LIBOR Loan), repay all outstanding Borrowings which include such affected Fixed Rate Loans in full in accordance with the applicable requirements of Section 5.1; provided that, (A) if the circumstances described in Section 2.11(a)(C) apply to any Alternate Currency Loan, the U.S. Borrower or the European Borrower, as the case may be, may, in lieu of taking the actions described above, maintain such Alternate Currency Loan outstanding, in which case the applicable Fixed Rate shall be determined on the basis provided in the proviso to the definition of the relevant Fixed Rate, unless the maintenance of such Alternate Currency Loan outstanding on such basis would not stop the conditions described in Section 2.11(a)(C) from existing (in which case the actions described above, without giving effect to the proviso, shall be required to be taken) and (B) if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.11(b). (c) If any Lender determines that compliance with after the Closing Date the introduction of or any change in any applicable law or regulation or with any guideline governmental rule, regulation, order, guideline, directive or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy adequacy, or otherwise has any change in interpretation or would administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the capital existence of Lender such Lender’s Commitments hereunder or the corporation controlling Lender as a consequence of, or with reference to, the facilities its obligations hereunder, by an amount deemed by Lender then the U.S. Borrower agrees to be material, the Borrower shall from time pay to timesuch Lender, upon its written demand by Lendertherefor, pay to Lender such additional amounts sufficient as shall be required to compensate such Lender or such other corporation for such reduction. A certificate as the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, submitted to the Borrower by each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender, shall be conclusive and binding for all purposes’s determination of compensation owing under this Section 2.11(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.11(c), will give prompt written notice thereof to the U.S. Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish a Borrower’s obligations to pay additional amounts pursuant to this Section 2.11(c) upon the subsequent receipt of such notice. For the avoidance of doubt, nothing in this Section 2.11(c) shall require a Borrower to pay to any Lender any amount for which such Lender is compensated by way of payment of Mandatory Costs. (cd) In the event that any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Alternate Currency Loans or any category of liabilities which includes deposits by reference to which the LIBOR Reserve Requirement increases subsequent interest rate on any Alternate Currency Loan is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, then, unless such reserves are included in the date hereof, calculation of the interest rate applicable to such Alternate Currency Loans or in Section 2.11(a)(B), such Lender shall promptly notify the Note U.S. Borrower and/or the European Borrower in writing specifying the additional amounts required to indemnify such Lender against the actual cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts) and the U.S. Borrower (in the case of Loans owing by it and, in each case, denominated in an Alternate Currency) shall pay, and the European Borrower (in the case of Loans owing by it and, in each case, denominated in an Alternate Currency) shall pay, to such Lender such specified amounts as additional interest at the time that the U.S. Borrower or the European Borrower is otherwise required to pay interest in respect of such Alternate Currency Loan or, if later, on written demand therefor by such Lender. (e) Notwithstanding anything in this Agreement to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and Basel III and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, shall be deemed to be a change after the Reserve Adjusted LIBOR RateClosing Date in a requirement of law or government rule, regulation or order, regardless of the date enacted, adopted, issued or implemented (including for purposes of this Section 2.11 and Section 3.6). (f) For the avoidance of doubt, this Section 2.11 shall not apply to any Excluded Taxes, or to any Indemnified Taxes, which are otherwise provided for in Section 5.5.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined (i) the introduction of or any change in any law or regulation or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposesshall, absent manifest error., be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (bi) If (x) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the respective Euro Rate and/or (y) the applicable Euro Rate for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan; or (ii) at any time, that such Lender determines that compliance shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Loan because of (x) any change since the Restatement Effective Date in any applicable law or regulation or with any governmental rule, regulation, order, guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, but not limited to: (1) a change in the basis of taxation of payments to any Lender of the principal of or interest on the Loans or the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein or (2) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Restatement Effective Date affecting such Lender, the interbank eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Loan has been made (A) unlawful by any law or governmental rule, regulation or order, (B) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (C) impracticable as a result of a contingency occurring after the Restatement Effective Date which materially and adversely affects the applicable eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i)) shall promptly give notice to the affected Borrowers and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders and the Facility Agent). Thereafter (w) in the case of clause (i) above, (A) in the event that U.S. Dollar Loans are so affected, U.S. Dollar Loans shall bear interest at the Base Rate until such time as the Administrative Agent notifies the Obligors’ Agent and the Lenders (with a copy to the Facility Agent) that the circumstances giving rise to such notice no longer exist, (B) in the event that Sterling Loans are so affected, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Sterling Rate, (C) in the event that Euro Loans are so affected, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Euro LIBOR and (D) in the event that Australian Dollar Loans are so affected, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Australian Dollar Rate, (x) in the case of clause (ii) above, the Borrowers agree to pay to such Lender, upon such Lender’s written request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the respective Borrowers by such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (y) in the case of clause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Loan is affected by the circumstances described in Section 2.10(a)(ii), the affected Borrower may, and in the case of a Loan affected by the circumstances described in Section 2.10(a)(iii), the affected Borrower shall, either (i) if the affected Loan is then being made initially, cancel such Borrowing by giving the Facility Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) or (ii) if the affected Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, (A) in the case of a U.S. Dollar Loan, require the affected Lender to convert such U.S. Dollar Loan into a Loan (which conversion, in the case of the circumstance described in Section 2.10(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan or such earlier day as shall be required by applicable law) bearing interest at the Base Rate and (B) in the case of any Euro Rate Loan (other than a U.S. Dollar Loan), repay all outstanding Borrowings which include such affected Euro Rate Loans in full in accordance with the applicable requirements of Section 5.01; provided that (i) if the circumstances described in Section 2.10(a)(iii) apply to any Australian Dollar Loans, Sterling Loan or Euro Loan, the respective Borrower may, in lieu of taking the actions described above, maintain such outstanding Australian Dollar Loans, Sterling Loan or Euro Loan, as the case may be, in which case, (x) in the case of Sterling Loans, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Sterling Rate (y) in the case of Euro Loans, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Euro LIBOR and (z) in the case of Australian Dollar Loans, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Australian Dollar Rate, as the case may be, unless the maintenance of such outstanding Australian Dollar Loans, Sterling Loan or Euro Loan, as the case may be, on such basis would not stop the conditions described in Section 2.10(a)(iii) from existing (in which case the actions described above, without giving effect to this proviso, shall be required to be taken) and (ii) if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.10(b). (c) If any Lender determines that after the Restatement Effective Date the introduction of or any change in any Applicable Law concerning capital adequacy adequacy, or otherwise has any change in interpretation or would administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the capital existence of Lender such Lender’s Commitment hereunder or the corporation controlling Lender as a consequence of, or with reference to, the facilities its obligations hereunder, by an amount deemed by Lender then the respective Borrower agrees to be material, the Borrower shall from time pay to timesuch Lender, upon its written demand by Lendertherefor, pay to Lender such additional amounts sufficient as shall be required to compensate such Lender or such other corporation for such reduction. A certificate as the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, submitted to the Borrower by each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender, shall be conclusive and binding for all purposes’s determination of compensation owing under this Section 2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrowers, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish the Borrowers’ obligations to pay additional amounts pursuant to this Section 2.10(c) upon the subsequent receipt of such notice. For the avoidance of doubt, nothing in this Section 2.10(c) shall require any Borrower to pay to any Lender any amount for which such Lender is compensated by way of payment of Mandatory Costs. (cd) In the event that any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Australian Dollar Loans, Sterling Loans or Euro Loans or any category of liabilities which includes deposits by reference to which the LIBOR Reserve Requirement increases subsequent interest rate on any Sterling Loan or Euro Loan is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, then, unless such reserves are included in the date hereof, calculation of the interest rate applicable to such Australian Dollar Loans, Sterling Loans or Euro Loans or in Section 2.10(a)(ii), such Lender shall promptly notify the Note Borrowers in writing specifying the additional amounts required to indemnify such Lender against the cost of maintaining such reserves in respect of such Australian Dollar Loans, Sterling Loans and/or Euro Loans (such written notice to provide in reasonable detail a computation of such additional amounts) and the respective Borrowers shall be obligated to pay to such Lender such specified amounts as additional interest at the Reserve Adjusted LIBOR Ratetime that such Borrower is otherwise required to pay interest in respect of such Australian Dollar Loans, Sterling Loans and Euro Loans or, if later, on written demand therefor by such Lender.

Increased Costs, Illegality, etc. (a) If either In the event: (i) the introduction Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) on any Interest Determination Date that, by reason of or any change in any law or regulation or changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or “LIBO RateTerm SOFR”; or (ii) the compliance with any guideline enacted after Administrative Agent is advised by the date hereof Required Lenders that the LIBO RateTerm SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or request from any maintaining their Loans included in such governmental authorityBorrowing for such Interest Period; then the Administrative Agent shall give notice thereof to Lead Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, including, without limitation, any central bank (whether or not having until the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure Administrative Agent notifies Lead Borrower and the Lenders that the circumstances giving rise to maintain adequate capitalsuch notice no longer exist, (xi) subjects Lender or any corporation controlling Lender to any tax Notice of Conversion/Continuation that requests the conversion of any kind whatsoever with respect to this AgreementBorrowing to, or changes the basis continuation of taxation any Borrowing as, a Borrowing of payments to Lender a LIBO RateTerm SOFR Term Loan shall be ineffective and (ii) if any Notice of principalBorrowing requests a Borrowing of a LIBO RateTerm SOFR Term Loan, commissionssuch Borrowing shall be made as a Borrowing of a Base Rate Term Loan. (b) If any Change in Law shall: (i) impose, fees, interest, modify or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds deem applicable any reserve, special deposit, compulsory loan, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets held byof, or deposits or other liabilities in with or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, Lender; (ii) impose on any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and as a the result there of any of the foregoing shall be any to increase in the cost to such Lender or the Administrative Agent of agreeing making, continuing, converting or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan) or makingto reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, funding, interest or maintaining advances by an amount deemed by Lender to be materialotherwise), then the Borrower shall from time Borrowers will pay to timesuch Lender or the Administrative Agent, upon demand by Lenderas the case may be, pay directly to such additional amount or amounts as will compensate such Lender additional amounts sufficient to compensate Lender or the Administrative Agent, as the case may be, for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest erroradditional costs incurred or reduction suffered. (bc) If any Lender determines that compliance with any law Change in Law regarding capital or regulation or with any guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy or otherwise liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO RateTerm SOFR Term Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, dollars in the London interbank marketTerm SOFR, then, on notice thereof by such Lender to Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO RateTerm SOFR Term Loans or to convert Base Rate Term Loans to LIBO Rate Term SOFR Term Loans shall be suspended until such Lender notifies the Administrative Agent and Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO RateTerm SOFR Term Loans of such Lender to Base Rate Term Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO RateTerm SOFR Term Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Term SOFR Term Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. (e) A certificate of a Lender or the corporation controlling Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as a consequence ofthe case may be, as specified in clause (b) or with reference to(c) of this Section, and certifying that it is the facilities hereunder, by an amount deemed by general practice and policy of such Lender to be material, the Borrower shall demand such compensation from similarly situated borrowers in similar circumstances at such time to time, upon demand by Lender, pay the extent it is legally permitted to Lender additional amounts sufficient to compensate Lender or such other corporation for such reduction. A certificate as to such amounts, submitted to the Borrower by Lenderdo so, shall be delivered to Lead Borrower and shall be conclusive and binding for all purposes, absent manifest error. The Borrowers shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (cf) In Failure or delay on the event part of any Lender or the LIBOR Reserve Requirement increases subsequent Administrative Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date hereofthat such Lender or the Administrative Agent, as the interest rate applicable case may be, notifies Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Note Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the Reserve Adjusted LIBOR Rateperiod of retroactive effect thereof.

Increased Costs, Illegality, etc. (a) If either (i) In the introduction event that the Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon the Borrower): (A) on any date for determining the Weighted Average Rate for any Interest Reset Period that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate; (B) at any time, that the Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to agreeing to make or making, funding or maintaining any Loans (other than any reduction in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges), because of (x) any change since the Closing Date in any law Applicable Law, guideline or regulation order (or in the interpretation or administration thereof and including the introduction of any law new accounting standard, Law or regulation by any court or administrative or governmental authority charged with guideline) (such as, for example, but not limited to, a change in official reserve requirements), but, in all events, excluding reserves required under Regulation D to the interpretation or administration thereof from extent included in the date hereof computation of the Weighted Average Rate or (iiy) other circumstances occurring after the Closing Date affecting the interbank Eurodollar market or any other applicable market or the position of the Lender in such market; or (C) at any time, that the making or continuance of any Loan bearing interest determined by reference to the Weighted Average Rate has become unlawful by compliance by the Lender in good faith with any accounting standard, Law or guideline enacted after the date hereof (or request from would conflict with any such governmental authorityaccounting standard, including, without limitation, any central bank (whether Law or guideline not having the force of law), law but with which is not caused by an act or omission of Lender, including without limitation, its the Lender customarily complies even though the failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxescomply therewith would not be unlawful); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If Lender determines that compliance with any law or regulation or with any guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy or otherwise has or would have the effect of reducing the rate of return on the capital of Lender or the corporation controlling Lender as a consequence of, or with reference to, the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall from time to time, upon demand by Lender, pay to Lender additional amounts sufficient to compensate Lender or such other corporation for such reduction. A certificate as to such amounts, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) In the event the LIBOR Reserve Requirement increases subsequent to the date hereof, the interest rate applicable to the Note shall be the Reserve Adjusted LIBOR Rate.;

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the introduction Administrative Agent) and shall have certified to the Company in writing that it has made such determination with respect to similarly-situated borrowers: (i) on any Interest Determination Date that, by reason of or any change in any law or regulation or changes arising after the date of this Agreement affecting the London interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or LIBO Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the compliance amounts received or receivable hereunder with respect to any Loan because of (A) any change since the Effective Date in any applicable law or governmental rule, regulation, order, guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act ) or omission of Lender, in the interpretation or administration thereof and including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax the introduction of any kind whatsoever with respect to this Agreementnew law or governmental rule, regulation, order, guideline or changes request, such as, but not limited to: (1) a change in the basis of taxation of payments payment to any Lender of principal, commissions, fees, interest, the principal of or interest on the Loans or the Notes or any other amount amounts payable hereunder (except but excluding, for these purposes, any Taxes payable or subject to indemnification or reimbursement under Section 5.04 and any Excluded Taxes) or (2) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBO Rate and/or (B) other circumstances arising since the Effective Date affecting such Lender, the London interbank market or the position of such Lender in such market (including that the LIBO Rate with respect to such LIBOR Loan does not adequately and fairly reflect the cost to such Lender of funding such LIBOR Loan); or (iii) at any time, that the making or continuance of any LIBOR Loan has been made (A) taxes on unlawful by any law or measured by the overall net income of Lender governmental rule, regulation or branchorder, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (C) impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects the London interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the rate case of clause (i) above) shall promptly give notice (by telephone promptly confirmed in writing) to the Company and, except in the case of clause (i) above, to the Administrative Agent of such taxesdetermination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders); . Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by any Borrower with respect to LIBOR Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such Borrower, (y) imposesin the case of clause (ii) above, modifiesthe Borrowers jointly and severally agree to pay to such Lender, upon such Lender’s written request therefor, such additional amounts (in the form of an increased rate of, or holds applicable any reservea different method of calculating, special deposit, compulsory loan, interest or similar requirement against assets held by, or deposits or other liabilities otherwise as such Lender in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (zits sole discretion shall determine) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts received or receivable hereunder (a written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower Company by Lender, shall be conclusive and binding for all purposessuch Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of clause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(iii), the affected Borrower shall, either (i) if the affected LIBOR Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(iii) or (ii) if the affected LIBOR Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such LIBOR Loan into a Base Rate Loan; provided, that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.10(b). (c) If any Lender determines that compliance with after the Effective Date the introduction of or any change in any applicable law or regulation or with any guideline governmental rule, regulation, order, guideline, directive or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning liquidity, capital adequacy adequacy, or otherwise has any change in interpretation or would administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the capital existence of Lender such Lender’s Revolving Loan Commitment hereunder or the corporation controlling Lender as a consequence of, or with reference to, the facilities its obligations hereunder, by an amount deemed by Lender then the Borrowers jointly and severally agree to be material, the Borrower shall from time pay to timesuch Lender, upon its written demand by Lendertherefor, pay to Lender such additional amounts sufficient as shall be required to compensate such Lender or such other corporation for such reduction. A certificate as the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital or liquidity. In determining such additional amounts, submitted to the Borrower by each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided, that, such Lender, shall be conclusive and binding for all purposes’s determination of compensation owing under this Section 2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Company, which notice shall show in reasonable detail the basis for calculation of such additional amounts. (cd) In the event the LIBOR Reserve Requirement increases subsequent Notwithstanding anything herein to the date hereofcontrary, (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (B) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the interest rate applicable Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to The Basel III Accord published by The Basel Committee on Banking Supervision, shall in each case be deemed to be a change in law or regulation after the Note shall be the Reserve Adjusted LIBOR Ratedate hereof (including this Section 2.10 and Section 3.06).

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have reasonably determined (iwhich determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (A) below, may be made only by the Administrative Agent or the Required Lenders, as applicable): (A) Unless and until a Replacement Rate is implemented in accordance with Section 2.10(f), (x) the introduction of or any change in any law or regulation or Administrative Agent shall have determined that either Dollar deposits are not being offered to banks in the interpretation London interbank eurodollar market for the applicable amount and Interest Period of such Loan, or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any adequate and reasonable means do not exist for ascertaining LIBOR for such governmental authorityInterest Period, including, without limitation, because the Administrative Agent determines that either inadequate or insufficient quotations of the London interbank offered rate exist or the use of “LIBOR” has been discontinued or (y) the Administrative Agent shall have received notice from the Required Lenders that LIBOR does not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their LIBOR Loans for such Interest Period; (B) at any central bank time, that such Lender shall incur increased costs, Taxes (other than Excluded Taxes and Indemnified Taxes which are otherwise provided for in Section 4.04) or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loan because of (x) any change since the Closing Date in any applicable law or governmental rule, regulation, order, guideline or request (whether or not having the force of law)) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, which is regulation, order, guideline or request, such as, but not caused by an act or omission limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBOR Rate and/or (y) other circumstances arising since the Closing Date affecting such Lender, the London interbank market or the position of such Lender in such market (including without limitationthat the LIBOR Rate with respect to such LIBOR Loan does not adequately and fairly reflect the cost to such Lender of funding such LIBOR Loan); or (C) at any time, its failure that the making or continuance of any LIBOR Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the Closing Date which materially and adversely affects the London interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (A) above) shall promptly give notice (by telephone promptly confirmed in writing) to maintain adequate capitalBorrower and, except in the case of clause (A) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter in the case of clause (A) above, (x) subjects Lender or any corporation controlling Lender then the Administrative Agent shall give written notice to any tax the Borrower and to the Lenders as soon as practicable thereafter, (y) until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (1) the obligations of any kind whatsoever with respect the Lenders to this Agreementmake LIBOR Loans, or changes to continue or convert outstanding Loans as or into LIBOR Loans, shall be suspended and (2) all such affected Loans shall be converted into Base Rate Loans on the basis last day of taxation the then current Interest Period applicable thereto. Thereafter in the case of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or clause (B) changes above, Borrower agrees to pay to such Lender, upon such Lender’s written request therefor, such additional amounts (in the form of an increased rate of such taxes); (y) imposes, modifiesof, or holds applicable any reservea different method of calculating, special deposit, compulsory loan, interest or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of otherwise as such Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (zshall reasonably determine after consultation with Borrower) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts received or receivable hereunder (a written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by Lender, shall be conclusive and binding for all purposessuch Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto). Thereafter in the case of clause (C), Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Loan is affected by the circumstances described in (a)(B), Borrower may, and in the case of a LIBOR Loan affected by the circumstances described in (a)(C), Borrower shall, either (x) if the affected LIBOR Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that Borrower was notified by the affected Lender or the Administrative Agent pursuant to (a)(B) or (a)(C) or (y) if the affected LIBOR Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such LIBOR Loan into a Base Rate Loan, provided that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.10(b). (c) If any Lender determines that compliance with after the Closing Date the introduction of or any change in any applicable law or regulation or with any guideline governmental rule, regulation, order, guideline, directive or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy adequacy, liquidity, or otherwise has any change in interpretation or would administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the capital existence of Lender such Lender’s Loans or the corporation controlling Lender as a consequence of, Term Loan Commitments hereunder or with reference to, the facilities its obligations hereunder, by an amount deemed by Lender then Borrower agrees to be material, the Borrower shall from time pay to timesuch Lender, upon its written demand by Lendertherefor, pay to Lender such additional amounts sufficient as shall be required to compensate such Lender or such other corporation for such reduction. A certificate as the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, submitted to the Borrower by each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender, shall be conclusive and binding for all purposes’s determination of compensation owing under this Section 2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts, will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) upon the subsequent receipt of such notice. (cd) In the event the LIBOR Reserve Requirement increases subsequent Notwithstanding anything in this Agreement to the date hereofcontrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (y) all requests rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change after the Closing Date in a requirement of law or government rule, regulation or order, regardless of the date enacted, adopted, issued or implemented (including for purposes of this Section 2.10). (e) For the avoidance of doubt, this Section 2.10 shall not apply to any Excluded Taxes, or to any Indemnified Taxes, which are otherwise provided for in Section 4.04. (f) Notwithstanding anything to the contrary contained herein, if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) any of the circumstances described in Section 2.10(a)(A) have arisen and such circumstances are unlikely to be temporary, (ii) syndicated loans currently being executed, or that include language similar to that contained in Section 2.10(a)(A) are being executed or amended (as applicable), to incorporate or adopt a new benchmark interest rate applicable to replace LIBOR or (iii) the supervisor for the administrator of LIBOR or a Governmental Authority has made a public statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent, in consultation with the Borrower, shall endeavor to establish an alternate index rate (the “Replacement Rate”) that gives due consideration to the Note then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, in which case the Replacement Rate shall, subject to the following provisions of this Section 2.10(f), replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 2.10(a)(A), this Section 2.10(f)(i), (f)(ii) or (f)(iii) occurs with respect to the Replacement Rate or (B) the Required Lenders through the Administrative Agent notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of making, funding or maintaining the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the Reserve Adjusted consent of the Administrative Agent and the Borrower as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.10(f). Notwithstanding anything to the contrary in Section 12.11, such amendment shall become effective without any further action or consent of any Lender so long as the Administrative Agent shall not have received, within ten (10) Business Days after the date notice such amendment is provided to the Lenders, a written notice from Required Lenders stating that they object to such amendment (which amendment shall not be effective prior to the end of such ten (10) Business Day notice period). To the extent the Replacement Rate is adopted as contemplated hereby, the Replacement Rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent no prevailing market convention exists or such prevailing market convention is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower. If the Administrative Agent makes a determination described in clause (i), (ii) or (iii) above, until a Replacement Rate has been determined and an amendment with respect thereto has become effective in accordance with the terms and conditions of this paragraph, (x) any notice from a Borrower that requests the conversion of any Base Rate Loan to, or continuation of any LIBOR RateLoan as, a LIBOR Loan shall be ineffective, and (y) if any notice of borrowing requests a LIBOR Loan, such Loan shall be made as a Base Rate Loan. Notwithstanding anything contained herein to the contrary, if such Replacement Rate as determined in this paragraph is determined to be less than 1.00% per annum, such rate shall be deemed to be 1.00% per annum for the purposes of this Agreement.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have reasonably determined (i) the introduction of or any change which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): 1. that, due to a Change in any law or regulation or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law)Law, which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for shall (A) taxes on impose, modify or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held byof, or deposits or other liabilities in with or for the account of, advances or loans by, or other credit or commitment therefor extended by, any Lender; (B) subject any Lender to any tax (other than (1) taxes indemnified under Section 5.4, (2) taxes described in clause (A), (B) or any other acquisition (C) of funds bySection 5.4(a) or (3) taxes described in clause (f) of Section 5.4) on its loans, any office letters of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate credits, commitments or other interest payable hereunderobligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (zC) imposes impose on any Lender or the corporation controlling Lender Londonany applicable interbank market any other condition, and as a result there shall be any increase cost or expense affecting this Agreement or EurodollarTerm SOFR Rate Loans made by such Lender, which results in the cost to such Lender of agreeing to make or making, fundingconverting into, continuing or maintaining advances EurodollarTerm SOFR Rate Loans or participating in Letters of Credit (in each case hereunder) increasing by an amount deemed which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to the foregoing shall be materialreduced; or 2. at any time after the Effective Date that the making or continuance of any EurodollarTerm SOFR Rate Loan has become unlawful by compliance by such Lender in good faith with any Applicable Law, then (or would conflict with any such Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Effective Date that materially and adversely affects the applicable interbank Eurodollar market; then, and in any such event, such Lender shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, the Borrower shall from time pay to time, upon demand by such Lender, pay directly to Lender promptly (but no later than 10 Business Days) after receipt of written demand therefor, such additional amounts sufficient (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by Lendersuch Lender shall, shall absent clearly demonstrable error, be final and conclusive and binding for upon all purposesparties hereto) and (y) in the case of clause (ii) above, absent manifest errorthe Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by Applicable Law. 88 LPL – Conformed A&R Credit Agreement x. Xx any time that any EurodollarTerm SOFR Rate Loan is affected by the circumstances described in Section 2.10(a), the Borrower may (and in the case of a EurodollarTerm SOFR Rate Loan affected pursuant to Section 2.10(a)(ii) shall) either (x) if the affected EurodollarTerm SOFR Rate Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 2.10(a) or (y) if the affected EurodollarTerm SOFR Rate Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such EurodollarTerm SOFR Rate Loan into an ABR Loan, if applicable; provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (b) ii. If Lender determines that compliance with any law or regulation or with any guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning Change in Law regarding capital adequacy or otherwise liquidity requirements, has or would have the effect of reducing the rate of return on the such Lender’s or Letter of Credit Issuer’s or their respective parent’s capital of Lender or the corporation controlling Lender assets as a consequence ofof such Xxxxxx’s or Letter of Credit Issuer’s commitments or obligations hereunder to a level below that which such Lender or Letter of Credit Issuer or their respective parent could have achieved but for such Change in Law (taking into consideration such Lender’s or Letter of Credit Issuer’s or their respective parent’s policies with respect to capital adequacy and liquidity), or with reference to, the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall then from time to time, upon promptly (but no later than 10 Business Days) after written demand by Lendersuch Lender or Letter of Credit Issuer (with a copy to the Administrative Agent), the Borrower shall pay to Lender additional amounts sufficient to compensate such Lender or Letter of Credit Issuer such other corporation additional amount or amounts as will compensate such Lender or Letter of Credit Issuer or their respective parent for such reduction. A certificate as , it being understood and agreed, however, that a Lender or Letter of Credit Issuer shall not be entitled to such amountscompensation as a result of such Xxxxxx’s or Letter of Credit Issuer’s compliance with, submitted or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the Effective Date except as a result of a Change in Law. Each Lender or Letter of Credit Issuer, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrower by Lender(on its own behalf) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such notice. iii. If prior to the commencement of any Interest Period for a EurodollarTerm SOFR Rate Loan: 1. the Administrative Agent determines (which determination shall be conclusive and binding for all purposes, absent manifest error) that adequate and reasonable means do not exist for ascertaining LIBOR, as applicablethe Adjusted Term SOFR Rate (including, without limitation, because the LIBO ScreenTerm SOFR Reference Rate is not available or published on a current basis), for such Interest Period; or 2. the Administrative Agent is advised by the Required Lenders that LIBOR, as applicable,the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Notice of Conversion or Continuation that requests the conversion of any Loan to, or continuation of any Loan as, a EurodollarTerm SOFR Rate Loan shall be ineffective and (B) if any Notice of Borrowing requests Revolving Credit Loans as EurodollarTerm SOFR 89 LPL – Conformed A&R Credit Agreement Rate Loans, such Borrowing shall be made as ABR Loans; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. iv. If at any time the Administrative Agent determines (cwhich determination shall be conclusive absent manifest error) In that (i) the event circumstances set forth in Section 2.10(d)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the LIBOR Reserve Requirement increases subsequent circumstances set forth in Section 2.10(d)(i) have not arisen but the supervisor for the administrator of the LIBO ScreenTerm SOFR Reference Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO ScreenTerm SOFR Reference Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the date hereof, the interest rate applicable LIBOAdjusted Term SOFR Rate that gives due consideration to the Note then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 13.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (e) (but, in the Reserve Adjusted LIBOR Ratecase of the circumstances described in clause (ii) of the first sentence of this Section 2.10(e), only to the extent the LIBO ScreenTerm SOFR Reference Rate for such Interest Period is not available or published at such time on a current basis), (x) any Notice of Conversion or Continuation that requests the conversion of any Loans to, or continuation of any Loans as, EurodollarTerm SOFR Rate Loans shall be ineffective, and (y) if any Notice of Borrowing requests Revolving Credit Loans as EurodollarTerm SOFR Rate Loans, such Borrowing shall be made as ABR Loans; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. v. This Section 2.10 shall not apply to taxes to the extent duplicative of Section 5.4. vi. The agreements in this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. vii. Notwithstanding the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek compensation under this Section 2.10 based on the occurrence of a Change in Law arising solely from the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any requests, rules, guidelines or directives thereunder or issued in connection therewith, unless such Lender or Letter of Credit Issuer is generally seeking compensation from other borrowers in the U.S. leveraged loan market with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 2.10.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined in good faith (i) the introduction of or any change in any law or regulation or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposesshall, absent manifest error., be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (bi) If on any Interest Determination Date that, by reason of any changes arising after the Restatement Effective Date affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the Eurodollar Rate; or (ii) at any time that such Lender determines that compliance shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loan because of (x) any change since the Restatement Effective Date in any applicable law or regulation or with any governmental rule, regulation, order, guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, for example, but not limited to (A) a change in the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Restatement Effective Date affecting such Lender, the interbank market or the position of such Lender in such market (whether or not such Lender was a Lender at the time of such occurrence); or (iii) at any time after the Restatement Effective Date, that the making or continuance of any Eurodollar Loan has been made unlawful by any law or governmental rule, regulation or order (or would conflict with any governmental rule, regulation, guideline, request or order not having the force of law but with which such Lender customarily complies even though the failure to comply therewith would not be unlawful), or impracticable as a result of a contingency occurring after the Restatement Effective Date which materially and adversely affects the applicable interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone confirmed in writing) to the affected Borrower, and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies Holdings, any affected Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by either Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such Borrower, (y) in the case of clause (ii) above, the respective Borrower or Borrowers, as the case may be, agrees to pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (with the written notice as to the additional amounts owed to such Lender, submitted to the respective Borrower or Borrowers by such Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the respective Borrower’s or Borrowers’ obligations to pay additional amounts pursuant to this Section 1.10(a) upon the subsequent submission of such notice) and (z) in the case of clause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Lender agrees that if it gives notice to either Borrower of any of the events described in clause (i), (ii) or (iii) above, it shall promptly notify such Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the affected Borrower may (and, in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii), shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii), as the case may be, or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the circumstance described in Section 1.10(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan or such earlier day as shall be required by applicable law). (c) If any Lender shall have determined after the Restatement Effective Date that the adoption or effectiveness after the Restatement Effective Date of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change after the Restatement Effective Date in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or otherwise not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s or such other controlling Person’s capital of Lender or the corporation controlling Lender assets as a consequence ofof such Lender’s Commitment or Commitments hereunder or its obligations hereunder to a level below that which such Lender or such other controlling Person could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or such other controlling Person’s policies with reference torespect to capital adequacy), the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall then from time to time, upon written demand by Lendersuch Lender (with a copy to the Administrative Agent), accompanied by the notice referred to in the next succeeding sentence of this Section 1.10(c), the Borrowers jointly and severally agree to pay to such Lender such additional amount or amounts sufficient to as will compensate such Lender or such other corporation controlling Person for such reductionreduction in the rate of return to such Lender or such other controlling Person. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 1.10(c), will give prompt written notice thereof to the relevant Borrower (a copy of which shall be sent by such Lender to the Administrative Agent), which notice shall set forth such Lender’s basis for asserting its rights under this Section 1.10(c) and the calculation, in reasonable detail, of such additional amounts claimed hereunder, although the failure to give any such notice shall not release or diminish either Borrower’s obligations to pay additional amounts pursuant to this Section 1.10(c) upon the subsequent receipt of such notice. A certificate as to such amounts, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes’s good faith determination of compensation owing under this Section 1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. (cd) In the event that any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Non-Dollar Denominated Letter of Credit, any Non-Dollar Denominated Bank Guaranties or any category of liabilities which includes deposits by reference to which the LIBOR Reserve Requirement increases subsequent interest rate on any Non-Dollar Denominated Letter of Credit or any Non-Dollar Denominated Bank Guaranty is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, then, unless such reserves are included in the date hereof, calculation of the interest rate applicable to such Non-Dollar Denominated Letter of Credit or such Non-Dollar Denominated Bank Guaranty or in Section 1.10(a)(ii), such Lender shall promptly notify Holdings and the Note shall be Borrowers in writing specifying the Reserve Adjusted LIBOR Rateadditional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts) and the Borrowers jointly and severally agree to pay to such Lender such specified amounts as additional fees at the time that either Borrower is otherwise required to pay regularly accruing fees in respect of such Non-Dollar Denominated Letter of Credit or such Non-Dollar Denominated Bank Guaranty or, if later, on written demand therefor by such Lender.

Increased Costs, Illegality, etc. (a) If either In the event that (x) in the case of clause (i) below, the introduction of or any change in any law or regulation or Administrative Agent and (y) in the interpretation or administration case of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or clauses (ii) and (iii) below, the Required Term Loan Lenders (with respect to Term Loans) or the Required Revolving Credit Lenders (with respect to Revolving Credit Commitments) shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the LIBOR Rate for any Interest Period that (x) deposits in the principal amounts and currencies of the Loans comprising such LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Restatement Effective Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR Rate”; or (ii) at any time, that such Lenders shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (including any increased costs or reductions attributable to Taxes, other than any increase or reduction attributable to Indemnified Taxes, Excluded Taxes or Other Taxes) because of any Change in Law; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lenders in good faith with any law, governmental rule, regulation, guideline enacted after the date hereof or request from order (or would conflict with any such governmental authorityrule, includingregulation, without limitation, any central bank (whether guideline or order not having the force of lawlaw even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Restatement Effective Date that materially and adversely affects the interbank LIBOR market; (such Loans, “Impacted Loans”), then, and in any such event, such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Holdings, the Borrower, and to the Administrative Agent of such determination (which is not caused by an act or omission notice the Administrative Agent shall promptly transmit to each of Lender, including without limitation, its failure to maintain adequate capital, the other Lenders). Thereafter (x) subjects Lender in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies Holdings, the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or any corporation controlling Lender to any tax Notice of any kind whatsoever Conversion given by the Borrower with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured LIBOR Loans that have not yet been incurred shall be deemed rescinded by the overall net income of Lender or branchBorrower, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender case of agreeing to make or makingclause (ii) above, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time pay to timesuch Lenders, upon promptly after receipt of written demand by Lender, pay directly to Lender therefor such additional amounts sufficient (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable, in their reasonable discretion shall determine) as shall be required to compensate Lender such Lenders for such actual increased cost. A certificate costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the amount of additional amounts owed to such increased costLenders, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by Lendersuch Lenders shall, shall absent clearly demonstrable error, be final and conclusive and binding for upon all purposesparties hereto), absent manifest errorand (z) in the case of subclause (iii) above, the Borrower shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 2.10(b) promptly and, in any event, within the time period required by law. (b) If Lender determines At any time that compliance any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if a Notice of Borrowing or Notice of Conversion or Continuation with any law or regulation or with any guideline or request from any central bank or other governmental authority subsequent respect to the affected LIBOR Loan has been submitted pursuant to Section 2.3 but the affected LIBOR Loan has not been funded or continued, cancel such requested Borrowing by giving the Administrative Agent written notice thereof on the same date hereof that the Borrower was notified by Lenders pursuant to Section 2.10(a)(ii) or (whether iii) or not having (y) if the force of lawaffected LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) concerning If, after the Restatement Effective Date, any Change in Law relating to capital adequacy or otherwise liquidity of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy or liquidity occurring after the Restatement Effective Date, has or would have the effect of reducing the actual rate of return on the such Lender’s or its parent’s or its Affiliate’s capital of Lender or the corporation controlling Lender assets as a consequence ofof such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Affiliate could have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy or liquidity), or with reference to, the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall then from time to time, upon promptly after demand by Lendersuch Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such actual additional amount or amounts sufficient to as will compensate such Lender or such other corporation its parent for such actual reduction. A certificate as , it being understood and agreed, however, that a Lender shall not be entitled to such amountscompensation to the extent such Lender is not imposing such charges on, submitted or requesting such compensation from, borrowers (similarly situated to the Borrower by hereunder) under comparable syndicated credit facilities similar to the Credit Facilities. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) promptly following receipt of such notice. (d) Notwithstanding anything to the contrary in this Agreement or any other Credit Documents, if the Administrative Agent (after consultation with the Borrower) determines (which determination shall be conclusive and binding for all purposes, absent manifest error.), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that: (ci) In the event adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Reserve Requirement increases subsequent Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date hereofafter which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate applicable of loans (such specific date, the “Scheduled Unavailability Date”), or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice , as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the Note benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended, (to the Reserve Adjusted extent of the affected LIBOR Loans or Interest Periods), and (y) the LIBOR Rate component shall no longer be utilized in determining the ABR. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to the foregoing clause (y)) in the amount specified therein. Notwithstanding anything else herein, any definition of “LIBOR Successor Rate.” shall provide that in no event shall such LIBOR Successor Rate be less than zero1.00% for purposes of this Agreement

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the introduction Administrative Agent): (i) on any Interest Determination Date that, by reason of or any change in any law or regulation or changes arising after the date of this Agreement affecting the London interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or LIBO Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the compliance amounts received or receivable hereunder with respect to any LIBOR Loan because of (A) any change since the Effective Date in any applicable law or governmental rule, regulation, order, guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act ) or omission of Lender, in the interpretation or administration thereof and including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax the introduction of any kind whatsoever with respect to this Agreementnew law or governmental rule, regulation, order, guideline or changes request, such as, but not limited to: (1) a change in the basis of taxation of payments payment to any Lender of principal, commissions, fees, interest, the principal of or interest on the Loans or the Notes or any other amount amounts payable hereunder (except for Taxes that are indemnified under Section 5.04 and Excluded Taxes) or (2) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBO Rate and/or (B) other circumstances arising since the Effective Date affecting such Lender, the London interbank market or the position of such Lender in such market (including that the LIBO Rate with respect to such LIBOR Loan does not adequately and fairly reflect the cost to such Lender of funding such LIBOR Loan); or (iii) at any time, that the making or continuance of any LIBOR Loan has been made (A) taxes on unlawful by any law or measured by the overall net income of Lender governmental rule, regulation or branchorder, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (C) impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects the London interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the rate case of clause (i) above) shall promptly give notice (by telephone promptly confirmed in writing) to the Borrower and, except in the case of clause (i) above, to the Administrative Agent of such taxesdetermination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders); . Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower with respect to LIBOR Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower, (y) imposesin the case of clause (ii) above, modifiesthe Borrower agrees to pay to such Lender, upon such Lender’s written request therefor, such additional amounts (in the form of an increased rate of, or holds applicable any reservea different method of calculating, special deposit, compulsory loan, interest or similar requirement against assets held by, or deposits or other liabilities otherwise as such Lender in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (zits sole discretion shall determine) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts received or receivable hereunder (a written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by Lender, shall be conclusive and binding for all purposessuch Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii), the Borrower may, and in the case of a LIBOR Loan affected by the circumstances described in Section 2.10(a)(iii), the Borrower shall, either (i) if the affected LIBOR Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) or (ii) if the affected LIBOR Loan is then outstanding, upon at least three (3) Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such LIBOR Loan into a Base Rate Loan; provided that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.10(b). (c) If any Lender determines that compliance with after the Effective Date the introduction of or any change in any applicable law or regulation or with any guideline governmental rule, regulation, order, guideline, directive or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy adequacy, or otherwise has any change in interpretation or would administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the capital existence of Lender such Lender’s Revolving Loan Commitment hereunder or the corporation controlling Lender as a consequence of, or with reference to, the facilities its obligations hereunder, by an amount deemed by Lender to be material, then the Borrower shall from time agrees to timepay to such Lender, upon its written demand by Lendertherefor, pay to Lender such additional amounts sufficient as shall be required to compensate such Lender or such other corporation for such reduction. A certificate as the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, submitted to the Borrower by each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender, shall be conclusive and binding for all purposes’s determination of compensation owing under this Section 2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts. (cd) In the event the LIBOR Reserve Requirement increases subsequent Notwithstanding anything herein to the date hereofcontrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the interest rate applicable Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to the Note Basel III, in each case shall be deemed to be a change after the Reserve Adjusted LIBOR RateEffective Date in a requirement of law or governmental rule, regulation or order, regardless of the date enacted, adopted, issued or implemented (including, without limitation, for purposes of this Section 2.10 and Section 3.06).

Increased Costs, Illegality, etc. (a) If either In the event that the Agent determines (iwhich determination shall be conclusive absent manifest error) that, by reason of circumstances affecting the introduction London interbank market, quotations of or any change in any law or regulation or the Eurodollar Rate are not being provided in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in relevant amounts or for the account ofrelevant maturities for the purpose of determining a Eurodollar Rate for any portion of the Loans or Holder Advances, the Agent will give notice of such determination to the Lessee and each Financing Party at least one day prior to the date of an advance or any subsequent Interest Period for a Loan or Holder Advance. If any such notice is given, no Financing Party shall have any obligation to make any advance or maintain any Loan or Holder Advance outstanding at a Eurodollar Rate. Until the earlier of the date any such notice has been withdrawn by the Agent or the date when the Financing Parties and the Lessee have mutually agreed upon an alternate method of determining the rates of interest payable on the Loans and Holder Advances, as the case may be, the Lessee shall not have the right to have additional advances or loans bymaintain any portion of Loans or Holder Advances at a Eurodollar Rate, whereupon the Financing Parties and the Lessee shall mutually agree upon an alternate method of determining the rates of interest payable on the Loans and the Holder Advances or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination such Financing Party's portion of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or principal outstanding under all the corporation controlling Lender any other condition, Loans and as a result there Holder Advances shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive immediately due and binding for all purposes, absent manifest errorpayable. (b) If Lender determines that compliance with Notwithstanding any law or regulation or with any guideline or request from any central bank or other governmental authority subsequent provision of the Operative Agreements to the date hereof (whether contrary, in the event that it shall become unlawful for any Financing Party to obtain funds in the London interbank market or for such Financing Party to maintain a Loan or Holder Advance at the Eurodollar Rate, then, by written notice to the Lessee and to the Agent, such Financing Party may declare that advances will not having thereafter be made or the force existing Loans or Holder Advances thereafter maintained by such Financing Party hereunder at the Eurodollar Rate, whereupon the Financing Parties and the Lessee shall mutually agree upon an alternate method of law) concerning capital adequacy or otherwise has or would have determining the effect rates of reducing the rate of return interest payable on the capital of Lender or Loans and the corporation controlling Lender as a consequence of, or with reference to, the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall from time to time, upon demand by Lender, pay to Lender additional amounts sufficient to compensate Lender Holder Advances or such other corporation for such reduction. A certificate as to such amounts, submitted to Financing Party's portion of the Borrower by Lender, principal outstanding under the Loans and the Holder Advances shall be conclusive immediately due and binding for all purposes, absent manifest errorpayable. (c) In the event the LIBOR Reserve Requirement increases subsequent to the date hereof, the interest rate applicable to the Note shall be the Reserve Adjusted LIBOR Rate.

Increased Costs, Illegality, etc. In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (a) If either on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the London interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBO Rate”; or (i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the London interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for the definition of “LIBO Rate”. orthat any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine to charge interest rates based upon, SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, then, upon notice thereof by such Lender to the Borrower (through the Adminstrative Agent), (a) any obligation of the Lenders to make Term SOFR Loans, and any right of the Borrower to continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans, shall be suspended, and (b) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent shall be so determined without reference to clause (c) of the definition of “Base Rate”, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the introduction Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent shall be so determined without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if any change in any law or regulation or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or Lender may not lawfully continue to (ii) at any time, that such Lender shall incur increased costs or reductions in the compliance with any guideline enacted after the date hereof amounts received or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever receivable hereunder with respect to this Agreementany LIBOR Loan because of any change since the Effective Date (or the date such Lender became a Lender hereunder, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (Aif later) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If Lender determines that compliance with any applicable law or regulation or with any governmental rule, regulation, order, guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy or otherwise has in the interpretation or would have administration thereof and including the effect introduction of reducing any new law or governmental rule, regulation, order, guideline or request, such as, but not limited to: (A) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the rate extent included in the computation of return on the capital of Lender or the corporation controlling Lender as a consequence ofLIBO Rate, or with reference to(B) any change subjecting any Recipient to any Taxes (except for Excluded Taxes and any Indemnified Taxes) on its loans, the facilities hereunderloan principal, by an amount deemed by Lender to be materialletters of credit, the Borrower shall from time to timecommitments, upon demand by Lenderor other obligations, pay to Lender additional amounts sufficient to compensate Lender or such its deposits, reserves, other corporation for such reduction. A certificate as to such amountsliabilities or capital attributable thereto; orif, submitted on or prior to the Borrower by Lender, first day of any Interest Period for any Term SOFR Loan (a) the Administrative Agent determines (which determination shall be conclusive and binding for all purposes, absent manifest error. (c) In the event the LIBOR Reserve Requirement increases subsequent that “Adjusted Term SOFR” cannot be determined pursuant to the date hereofdefinition thereof, or (b) the Required Lenders determine that for any reason in connection with any request for a Term SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, the interest rate applicable Administrative Agent will promptly so notify the Borrower and each Lender. Upon such notice, any obligation of the Lenders to make Term SOFR Loans, and any right of the Borrower to continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the Note extent of the affected Term SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.11. Subject to Section 2.10(d), if the Administrative Agent determines (which determination shall be the Reserve Adjusted LIBOR Rate.conclusive and binding absent manifest error) that

Increased Costs, Illegality, etc. A. In the event the Bank shall have determined (a) If either which determination shall, absent manifest error be final and conclusive and binding upon all parties): (i) on any date for determining the introduction rate applicable to any Quoted LIBOR Rate Election for any Interest Period, that by reason of or any change in any law or regulation or changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or such Quoted LIBOR Rate Election; or (ii) at any time, that by reason of (x) any change since the date of this Agreement in any applicable law or governmental rule, regulation, guideline or order (or any interpretation thereof and including the intro- duction of any new law or governmental rule, regulation, guideline or order) (such as for example, but not limited to, a change in capital adequacy requirements or in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Quoted LIBOR Rate and/or (y) other circumstances affecting a Bank or the interbank Eurodollar market or the position of such Bank in such market, the Quoted LIBOR Rate or T-Xxxx Rate shall not represent the effective pricing to such Bank for funding or maintaining the affected Quoted LIBOR Rate Election; or (iii) at any time, that the making or continuance of any Quoted LIBOR Rate Election has become unlawful by compliance by a Bank in good faith with any law, governmental rule, regulation, guideline enacted or order, or has become impracticable as a result of a contingency occurring after the date hereof or request from of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such governmental authorityevent, includingthe Bank shall on such date give notice to Borrower of such determination. Thereafter, without limitation(x) in the case of clauses (i) and (ii) above, Borrower shall pay to each Bank, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Bank in its sole discretion shall determine) as shall be required to cause such Bank to receive interest with respect to its affected Quoted LIBOR Rate Election at a rate per annum which shall equal the effective pricing to the Bank to make or maintain such Quoted LIBOR Rate Election, respectively, plus 2.25 percent per annum (a written notice as to additional amounts owed such Bank, showing the basis for the calculation thereof, submitted to Borrower by such Bank shall, absent manifest error, be final and conclusive and binding upon all of the parties hereto) and (y) in the case of clause (iii), take one of the actions specified in Section 3.3.3. C. below, as promptly as possible and, in any central bank event, within the time period required by law. B. If the Bank determines that (i) maintenance of any Quoted LIBOR Rate Election would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, (ii) deposits of a type and maturity appropriate to match fund any Quoted LIBOR Rate Election are not available , (ii) the Quoted LIBOR Rate does not accurately reflect the cost of making or maintaining a Quoted LIBOR Rate Election, then the Bank shall suspend the availability of the affected rate option and require any Quoted LIBOR Rate Election outstanding under an affected rate option to be repaid. C. At any time that any of its Quoted LIBOR Rate Elections are affected by the circumstances described in Section 2.3.3.A.(iii), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, Borrower shall either (x) subjects Lender if the affected Quoted LIBOR Rate Election is then being made pursuant to an initial borrowing or any corporation controlling Lender a conversion, cancel said borrowing or conversion by giving the Bank telephonic notice confirmed in writing thereof on the same date that Borrower was notified by the Bank pursuant to any tax of any kind whatsoever with respect to this AgreementSection 2.3.3.A, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for if the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted affected Quoted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, Elections are then the Borrower shall from time to timeoutstanding, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as at least two (2) Business Days' notice to the amount of such increased costBank, submitted require the Bank to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest errorconvert each affected Quoted LIBOR Rate Election into a Prime Rate Election. (b) If Lender determines that compliance with any law or regulation or with any guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy or otherwise has or would have the effect of reducing the rate of return on the capital of Lender or the corporation controlling Lender as a consequence of, or with reference to, the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall from time to time, upon demand by Lender, pay to Lender additional amounts sufficient to compensate Lender or such other corporation for such reduction. A certificate as to such amounts, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) In the event the LIBOR Reserve Requirement increases subsequent to the date hereof, the interest rate applicable to the Note shall be the Reserve Adjusted LIBOR Rate.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined reasonably and in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clauses (i) and (iv) below, may be made only by the introduction Administrative Agent): (i) on any Interest Determination Date that, by reason of or any change in any law or regulation or changes arising after the date of this Agreement affecting the interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with LIBOR Rate and the interpretation or administration thereof from Overnight Euro Dollar Offered Rate, as the date hereof or case may be; or (ii) at any time, that such Lender shall incur increased costs or reductions in the compliance amounts received or receivable hereunder with respect to any Loan because of (x) any change since the Effective Date in any applicable law or governmental rule, regulation, order, guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act ) or omission of Lender, in the interpretation or administration thereof and including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax the introduction of any kind whatsoever with respect to this Agreementnew law or governmental rule, regulation, order, guideline or changes request, such as, for example, but not limited to: (A) a change in the basis of taxation of payments payment to any Lender of principal, commissions, fees, interest, the principal of or interest on such Loan or any other amount amounts payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of tax on, or determined by reference to, the net income, gross receipts or net profits of such taxesLender, or any franchise tax based on net income, net profits or net worth, of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which such Lender’s principal office or applicable lending office is located or any subdivision thereof or therein); , but without duplication of any amounts payable in respect of Taxes pursuant to Section 4.04, or (B) a change in official reserve requirements and/or (y) imposesother circumstances arising since the Effective Date affecting the interbank market; or (iii) at any time, modifiesthat the making or continuance of any Loan has been made (x) unlawful by any law or governmental rule, regulation or order and/or (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law); or (iv) at any time, that any Alternate Currency is not available in sufficient amounts, as determined in good faith by the Administrative Agent; then, and in any such event, such Lender (or the Administrative Agent, in the case of clauses (a)(i) or (iv) above) shall promptly give notice (by telephone confirmed in writing) to the Borrowers and, except in the case of clauses (a)(i) and (iv) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the Lenders). The preceding sentence shall not apply to increased costs with respect to Taxes which are addressed in Section 4.04. Thereafter (w) in the case of clause (i) above, any Notice of Borrowing given by the Borrowers with respect to any affected Loans which have not yet been incurred shall be deemed rescinded by the Borrowers and the Total Unutilized Commitment shall thereafter not be available to be borrowed hereunder, and the rate of interest applicable to any affected Loans then outstanding shall be determined pursuant to clause (e) below until such time as the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, (x) in the case of clause (ii) above, the Borrowers agree, subject to the provisions of Section 1.11 and Section 13.15 (to the extent applicable), to pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or holds applicable any reservea different method of calculating, special deposit, compulsory loan, interest or similar requirement against assets held by, or deposits or other liabilities otherwise as such Lender in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (zits reasonable good faith discretion shall determine) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts received or receivable hereunder (a written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for and the calculation thereof, submitted to the Borrower Borrowers by Lender, shall be conclusive and binding for all purposessuch Lender in good faith shall, absent manifest error, be final and conclusive and binding on all the parties hereto), (y) in the case of clause (iii) above, and subject to Section 1.11, such Lender shall so notify the Administrative Agent and the Borrowers (and the Administrative Agent shall promptly give notice thereof to the other Lenders) and thereafter, the Commitment of such Lender shall be permanently reduced by an amount sufficient to alleviate such circumstance arising pursuant to clause (iii)(x) or (y) above, or shall be terminated in its entirety if all of such Lender’s Loans are so affected, and the Borrowers shall prepay in full the affected Loans of such Lender, together with accrued interest thereon and, in the event of a termination of such Lender’s Commitment, any Commitment Commission which may be due to such Lender under this Agreement (and, in the event all of such Lender’s Loans are being repaid, any other amounts which may be owing to such Lender hereunder (including, without limitation, any accrued and unpaid interest)), on either the last day of the then current Interest Period applicable to each such affected Loan (if such Lender may lawfully continue to maintain and fund such Loans) or immediately (if such Lender may not lawfully continue to maintain and fund such Loans to such day) and (z) in the case of clause (iv) above, Alternate Currency Revolving Loans denominated in the affected Permitted Currency (other than any such Alternate Currency Revolving Loans which have theretofore been funded) shall no longer be available until such time as the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing given by the Borrowers with respect to such Alternate Currency Revolving Loans which have not yet been incurred shall be deemed rescinded by the Borrowers. The Administrative Agent and each Lender (to the extent it continues to be a Lender hereunder) agree that if any of them gives notice to the Borrowers of any of the events described in clause (i), (ii), (iii) or (iv) above, it shall promptly notify the Borrowers and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. If any such event described in clause (iii) above ceases to exist as to a Lender (to the extent it continues at such time to be a Lender hereunder), the obligations of such Lender to make Loans on the terms and conditions contained herein shall, to the extent of such Lender’s outstanding Loans and Commitments as in effect at such time, be immediately reinstated. (b) If any Lender in good faith determines that compliance with the introduction of or effectiveness of or any change after the Effective Date in any applicable law or regulation or with any guideline governmental rule, regulation, order, guideline, directive or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy adequacy, or otherwise has any change after the Effective Date in interpretation or would administration thereof by the NAIC or any governmental authority, central bank or comparable agency, in any such case, will have the effect of reducing increasing the rate amount of return capital required or requested to be maintained by such Lender, or any corporation controlling such Lender, based on the capital existence of Lender such Lender’s Commitments hereunder or the corporation controlling Lender as a consequence of, or with reference to, the facilities its obligations hereunder, by an amount deemed by Lender then the Borrowers jointly and severally agree, subject to be materialthe provisions of Section 13.15 (to the extent applicable), the Borrower shall from time to timepay to such Lender, upon its written demand by Lendertherefor, pay to Lender such additional amounts sufficient as shall be required to compensate such Lender or such other corporation for such reduction. A certificate as the increased cost to such amountsLender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital, submitted to the Borrower extent not already compensated by the LIBOR Rate, Additional Cost Rate or any other provision hereof. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 1.09(b), will give prompt written notice thereof to the Borrowers, which notice shall be conclusive show in reasonable detail the basis for and binding for all purposes, absent manifest errorcalculation of such additional amounts. (c) In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established after the LIBOR Reserve Requirement increases subsequent Effective Date by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Alternate Currency Revolving Loan or any category of liabilities which includes deposits by reference to which the date hereofinterest rate on any Alternate Currency Revolving Loan is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents in each case by reason of any change since the Effective Date in any applicable law or governmental rule, regulation order, guideline or request (whether or not having the force of law) or any change in the interpretation or administration thereof by the NAIC or any governmental authority, central bank or comparable agency, then, unless such reserves already are included in the calculation of the interest rate applicable to such Alternate Currency Revolving Loans or in Section 1.09(a)(ii) or are otherwise compensated by any other provision hereof, such Lender shall promptly notify the Note applicable Borrowers in writing specifying the additional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts) and such Borrowers agree, subject to the provisions of Section 13.15 (to the extent applicable), to pay to such Lender such specified amounts on written demand therefor by such Lender. (d) In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and non-discriminatory, provided that such Lender’s determination of compensation owing under clauses (b) and (c) of this Section 1.09 shall, absent manifest error, but subject to the provisions of Section 13.15 (to the extent applicable), be final and conclusive and binding on all the parties hereto. (e) If a determination has been made pursuant to Section 1.09(a)(i), then the Borrowers and the Administrative Agent, acting in accordance with the instruction of the Lenders, shall then negotiate in good faith in order to agree upon a mutually satisfactory interest rate and/or Interest Period to be substituted for those which would otherwise have applied under this Agreement. If the Borrowers and the Administrative Agent are unable to agree upon such a substituted interest rate and/or Interest Period within 30 days of the giving of such determination notice, the Administrative Agent shall set an interest rate and Interest Period to take effect from the expiration of the Interest Period in effect at the date of determination, which rate shall be equal to the Reserve Adjusted LIBOR RateApplicable Margin plus the cost to the Lenders (as certified by each Lender) of funding such Loan. In the event the state of affairs referred to in this Section 1.09 shall extend beyond the end of any Interest Period, the foregoing procedure shall continue to apply until circumstances are such that the applicable rate may be determined pursuant to this Agreement. (f) In the event that any Lender shall reasonably determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that by reason of Regulation D such Lender is required to maintain reserves in respect of Loans during any period it has a Loan outstanding, then such Lender shall promptly notify the Borrowers by telephone confirmed in writing specifying the additional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in sufficient detail a computation of such additional amount) and the Borrowers shall directly pay to such Lender such specified amounts as additional interest at the time that it is otherwise required to pay interest in respect of such Loan or, if later, on demand.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined (which determination shall, absent manifest error, be final, conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the introduction Agent): (i) on any Interest Rate Determination Date that, by reason of or any change in any law or regulation or changes arising after the Closing Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof Eurodollar Rate; or (ii) the compliance with at any guideline enacted after the date hereof or request from any such governmental authority, including, without limitationtime, any central bank (whether Lender shall incur increased costs or not having reduction in the force amounts received or receivable hereunder with respect to any Eurodollar Rate Loan because of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender any change since the Closing Date, in the case of any Eurodollar Rate Revolving Loan or Eurodollar Rate Term Loan, since the First Restatement Date, in the case of any Eurodollar Rate Additional Term Loan, since the Second Restatement Date, in the case of any Eurodollar Rate Supplemental Revolving Loan or any corporation controlling Lender to any tax Eurodollar Rate D Tranche Term Loan and since the Restatement Date, in the case of any kind whatsoever with respect to this AgreementEurodollar Rate E Tranche Term Loan, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If Lender determines that compliance with any applicable law or regulation or with any governmental rule, regulation, order, guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy or otherwise has in the interpretation or would have administration thereof and including the effect introduction of reducing any new law or governmental rule, regulation, order, guideline or request, such as, for example, but not limited to: (A) a change in the basis of taxation of payments to any Lender of the principal of or interest on the Obligations or any other amounts payable hereunder (except for (a) changes in the rate of return on the capital of Lender or the corporation controlling Lender as a consequence oftax on, or with determined by reference to, the facilities hereundernet income or profits of such Lender imposed by the jurisdiction in which its principal office or applicable lending office is located and (b) United States withholding taxes, which shall be governed by an amount the provisions of Section 3.11) or (B) a change in official reserve requirements (but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate) and/or (y) other circumstances since the Closing Date, in the case of any Revolving Lender or Term Lender, since the First Restatement Date, in the case of any Additional Lender, since the Second Restatement Date, in the case of any Supplemental Revolving Lender or any D Tranche Lender and since the Restatement Date, in the case of any E Tranche Lender, affecting such Lender or the interbank Eurodollar market or the position of such Lender in such market (excluding, however, differences in a Lender's cost of funds from those of the Agent which are solely the result of credit differences between such Lender and the Agent); or (iii) at any time, that the making or continuance of any Eurodollar Rate Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the Closing Date, in the case of any Eurodollar Rate Revolving Loan or Eurodollar Rate Term Loan, since the First Restatement Date, in the case of any Eurodollar Rate Additional Term Loan, since the Second Restatement Date, in the case of any Eurodollar Rate Supplemental Revolving Loan or any Eurodollar Rate D Tranche Term Loan, and since the Restatement Date, in the case of any Eurodollar Rate E Tranche Term Loan, which materially and adversely affects the interbank Eurodollar market in general; then, and in any such event, such Lender (or the Agent, in the case of clause (i) above) shall promptly give notice (by telephone confirmed in writing) to the Borrower and, except in the case of clause (i) above, to the Agent of such determination (which notice the Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Rate Loans shall no longer be available until such time as the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Agent no longer exist, and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to Eurodollar Rate Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by Lender to be materialthe Borrower, (y) in the case of clause (ii) above, the Borrower shall from time pay to timesuch Lender, upon written demand by therefore, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to such Lender, pay to Lender additional amounts sufficient to compensate Lender or such other corporation showing the basis for such reduction. A certificate as to such amountsthe calculation thereof in reasonable detail, submitted to the Borrower by Lender, shall be conclusive and binding for all purposessuch Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto; provided, however, that the failure to give any such notice (unless the respective Lender has intentionally withheld or delayed such notice, in which case the respective Lender shall not be entitled to receive additional amounts pursuant to this Section 2.13(a)(y) for periods occurring prior to the 180th day before the giving of such notice) shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this Section 2.13(a)(y), and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.13(b) as promptly as possible and, in any event, within the time period required by law. In determining such additional amounts pursuant to clause (y) of the immediately preceding sentence, each Lender shall act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts receivable relate to such Lender's loans in general and are not specifically attributable to a Loan hereunder, use averaging and attribution methods which are reasonable and which cover all loans similar to the Loans made by such Lender whether or not the loan documentation for such other loans permits the Lender to receive increased costs of the type described in this Section 2.13(a). (cb) In At any time that any Eurodollar Rate Loan is affected by the event circumstances described in Section 2.13(a)(ii) or (iii), the LIBOR Reserve Requirement increases subsequent Borrower may (and in the case of a Eurodollar Rate Loan affected by the circumstances described in Section 2.13(a)(iii) shall) either (i) if the affected Eurodollar Rate Loan is then being made initially or pursuant to a conversion, by giving the Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Agent pursuant to Section 2.13(a)(ii) or (iii), cancel the respective Borrowing, or (ii) if the affected Eurodollar Rate Loan is then outstanding, upon at least three Business Days' written notice to the date hereofAgent, require the interest rate applicable affected Lender to convert such Eurodollar Rate Loan into a Prime Rate Loan, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the Note shall be the Reserve Adjusted LIBOR Ratesame pursuant to this Section 2.13(b).

Increased Costs, Illegality, etc. (a) If either (i) In the introduction of or event that any change in any law or regulation or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), Lender shall have determined which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposesshall, absent manifest error., be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent: (bi) If on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the applicable market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the respective Euro Rate; or (ii) at any time, that such Lender determines that compliance shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Loan because of (x) any change since the Effective Date in any applicable law or regulation or with any governmental rule, regulation, order, guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy or otherwise has in the interpretation or would have administration thereof and including the effect introduction of reducing any new law or governmental rule, regulation, order, guideline or request, such as but not limited to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on such Loan or any other amounts payable hereunder (except for the imposition of, or any change in, the rate of return on any Excluded Tax), but without duplication of any increased costs with respect to Taxes which are addressed in Section 4.04, or (B) a change in official reserve requirements but, in all events, excluding reserves required under Regulation D to the capital extent included in the computation of the Euro Rate, and/or (y) other circumstances arising since the Effective Date affecting such Lender or the corporation controlling interbank market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) and/or (z) impracticable as a consequence result of a contingency occurring after the Effective Date which materially and adversely affects the applicable interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone confirmed in writing) to the Borrower, and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (w) in the case of clause (i) above, (A) in the event Loans in an Alternate Currency are so affected, Loans denominated in such Alternate Currency shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower with respect to Loans denominated in such Alternate Currency which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower, (B) in the event that any Euro Denominated Loan is so affected, the relevant Euro Rate shall be determined on the basis provided in the proviso to the definition of Euro LIBOR, as the case may be, (C) in the event that any NOK Denominated Loan is so affected, the relevant Euro Rate shall be determined on the basis provided in the proviso to the definition of NOK LIBOR, and (D) in the event that any Sterling Denominated Loan is so affected, the relevant Euro Rate shall be determined on the basis provided in the proviso to the definition of Sterling LIBOR, (x) in the case of clause (ii) above, the Borrower agrees to pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (with reference to, the facilities hereunder, by an amount deemed by Lender written notice as to be material, the Borrower shall from time additional amounts owed to time, upon demand by such Lender, pay to Lender additional amounts sufficient to compensate Lender or such other corporation showing in reasonable detail the basis for such reduction. A certificate as to such amountsthe calculation thereof, submitted to the Borrower by Lender, shall be conclusive and binding for all purposessuch Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.11(a) upon the subsequent receipt of such notice) and (y) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.11(b) as promptly as possible and, in any event, within the time period required by law. (cb) In At any time that any Loan is affected by the event circumstances described in Section 2.11(a)(ii) or (iii), the LIBOR Reserve Requirement increases subsequent Borrower may (and in the case of a Loan affected by the circumstances described in Section 2.11(a)(iii) shall) either (x) if the affected Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.11(a)(ii) or (iii) or (y) if the affected Loan is then outstanding, upon at least three Business Days’ written notice to the date hereofAdministrative Agent, in the interest rate case of any Loan, repay all outstanding Borrowings which include such affected Loans in full in accordance with the applicable to requirements of Section 4.01; provided that (i) if the Note shall be the Reserve Adjusted LIBOR Rate.circumstances described in Section

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined in good faith (i) the introduction of or any change in any law or regulation or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposesshall, absent manifest error., be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (bi) If on any Interest Determination Date that, by reason of any changes arising after the Restatement Effective Date affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the Eurodollar Rate; or (ii) at any time that such Lender determines that compliance shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loan because of (x) any change since the Restatement Effective Date in any applicable law or regulation or with any governmental rule, regulation, order, guideline or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, for example, but not limited to (A) a change in the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or applicable lending office is located) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Restatement Effective Date affecting such Lender, the interbank market or the position of such Lender in such market (whether or not such Lender was a Lender at the time of such occurrence); or (iii) at any time after the Restatement Effective Date, that the making or continuance of any Eurodollar Loan has been made unlawful by any law or governmental rule, regulation or order (or would conflict with any governmental rule, regulation, guideline, request or order not having the force of law but with which such Lender customarily complies even though the failure to comply therewith would not be unlawful), or impracticable as a result of a contingency occurring after the Restatement Effective Date which materially and adversely affects the applicable interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone confirmed in writing) to the affected Borrower, and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies Holdings, any affected Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by either Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such Borrower, (y) in the case of clause (ii) above, the respective Borrower or Borrowers, as the case may be, agrees to pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (with the written notice as to the additional amounts owed to such Lender, submitted to the respective Borrower or Borrowers by such Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the respective Borrower's or Borrowers' obligations to pay additional amounts pursuant to this Section 1.10(a) upon the subsequent submission of such notice) and (z) in the case of clause (iii) above, the respective Borrower or Borrowers shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Lender agrees that if it gives notice to either Borrower of any of the events described in clause (i), (ii) or (iii) above, it shall promptly notify such Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii) or (iii), the affected Borrower may (and, in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii), shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii), as the case may be, or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days' written notice to the Administrative Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the circumstance described in Section 1.10(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan or such earlier day as shall be required by applicable law). (c) If any Lender shall have determined after the Restatement Effective Date that the adoption or effectiveness after the Restatement Effective Date of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change after the Restatement Effective Date in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or otherwise not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the such Lender's or such other controlling Person's capital of Lender or the corporation controlling Lender assets as a consequence ofof such Lender's Commitment or Commitments hereunder or its obligations hereunder to a level below that which such Lender or such other controlling Person could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's or such other controlling Person's policies with reference torespect to capital adequacy), the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall then from time to time, upon written demand by Lendersuch Lender (with a copy to the Administrative Agent), accompanied by the notice referred to in the next succeeding sentence of this Section 1.10(c), the Borrowers jointly and severally agree to pay to such Lender such additional amount or amounts sufficient to as will compensate such Lender or such other corporation controlling Person for such reductionreduction in the rate of return to such Lender or such other controlling Person. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 1.10(c), will give prompt written notice thereof to the relevant Borrower (a copy of which shall be sent by such Lender to the Administrative Agent), which notice shall set forth such Lender's basis for asserting its rights under this Section 1.10(c) and the calculation, in reasonable detail, of such additional amounts claimed hereunder, although the failure to give any such notice shall not release or diminish either Borrower's obligations to pay additional amounts pursuant to this Section 1.10(c) upon the subsequent receipt of such notice. A certificate as to such amounts, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes's good faith determination of compensation owing under this Section 1.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. (cd) In the event that any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Non-Dollar Denominated Letter of Credit, any Non-Dollar Denominated Bank Guaranties or any category of liabilities which includes deposits by reference to which the LIBOR Reserve Requirement increases subsequent interest rate on any Non-Dollar Denominated Letter of Credit or any Non-Dollar Denominated Bank Guaranty is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, then, unless such reserves are included in the date hereof, calculation of the interest rate applicable to such Non-Dollar Denominated Letter of Credit or such Non-Dollar Denominated Bank Guaranty or in Section 1.10(a)(ii), such Lender shall promptly notify Holdings and the Note shall be Borrowers in writing specifying the Reserve Adjusted LIBOR Rateadditional amounts required to indemnify such Lender against the cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts) and the Borrowers jointly and severally agree to pay to such Lender such specified amounts as additional fees at the time that either Borrower is otherwise required to pay regularly accruing fees in respect of such Non-Dollar Denominated Letter of Credit or such Non-Dollar Denominated Bank Guaranty or, if later, on written demand therefor by such Lender.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the introduction Administrative Agent): (i) on any Interest Determination Date that, by reason of or any change in any law or regulation or changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the compliance amounts received or receivable hereunder with respect to any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force Loan because of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this AgreementChange in Law after the Effective Date, or changes such as, but not limited to: (A) a change in the basis of taxation of payments payment to any Lender of principal, commissions, fees, interest, the principal of or interest on the Loans or the Notes or any other amount amounts payable hereunder (except for (Ax) taxes on or measured by the overall net income of Lender or branchwith respect to which additional amounts are paid pursuant to Section 4.04, office, or agency through which Lender is acting for purposes of this Agreement or (By) changes in the rate of such taxes); (y) imposes, modifiestax on, or holds applicable determined by reference to, the net income or net profits (or any reserve, special deposit, compulsory loan, franchise or similar requirement against assets held by, tax imposed in lieu of a net income or deposits net profits tax) of such Lender pursuant to the laws of the jurisdiction in which it is organized or other liabilities in which its principal office or for the account of, advances or loans by, or other credit or commitment therefor extended by, applicable lending office is located or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate subdivision thereof or other interest payable hereunder; therein) or (z) imposes on Lender taxes under FATCA or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Effective Date affecting such Lender, the interbank Eurodollar market or the corporation controlling position of such Lender in such market; or (iii) at any other conditiontime, and that the making or continuance of any Eurodollar Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result there of a contingency occurring after the Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone promptly confirmed in writing) to the Borrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be any increase deemed rescinded by the Borrower, (y) in the cost case of clause (ii) above, the Borrower agrees to Lender pay to such Lender, upon such Lender’s written request therefor, such additional amounts (in the form of agreeing to make or making, fundingan increased rate of, or maintaining advances by an amount deemed by a different method of calculating, interest or otherwise as such Lender to in its reasonable discretion shall determine) as shall be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts received or receivable hereunder (a written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by Lender, shall be conclusive and binding for all purposessuch Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii), the Borrower may, and in the case of a Eurodollar Loan affected by the circumstances described in Section 1.10(a)(iii), the Borrower shall, either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 1.10(b). (c) If any Lender determines that compliance with any law or regulation or with any guideline or request from any central bank or other governmental authority subsequent to Change in Law after the date hereof (whether or not having the force of law) concerning capital adequacy or otherwise has or would on which it became a Lender hereunder, will have the effect of reducing increasing the rate amount of return capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the capital existence of Lender such Lender’s Commitments or the corporation controlling Lender as a consequence of, Loans hereunder or with reference to, the facilities its obligations hereunder, by an amount deemed by Lender to be material, then the Borrower shall from time agrees to timepay to such Lender, upon its written demand by Lendertherefor, pay to Lender such additional amounts sufficient as shall be required to compensate such Lender or such other corporation for such reduction. A certificate as the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital or liquidity. In determining such additional amounts, submitted to the Borrower by each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender, shall be conclusive and binding for all purposes’s determination of compensation owing under this Section 1.10(c) shall, absent manifest error. (c) In , be final and conclusive and binding on all the event the LIBOR Reserve Requirement increases subsequent parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 1.10(c), will give prompt written notice thereof to the date hereofBorrower, which notice shall show in reasonable detail the interest rate applicable to the Note shall be the Reserve Adjusted LIBOR Ratebasis for calculation of such additional amounts.

Increased Costs, Illegality, etc. (a) If either In the event that (x) in the case of clause (i) below, the introduction Administrative Agent or (y) in the case of clauses (ii) and (iii) below, the Required Lenders shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR for any Interest Period that (x) deposits in the principal amounts and currencies of the Revolving Credit Loans comprising such SOFR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the SOFR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Term SOFR Rate or Daily Simple SOFR, as applicable; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any SOFR Loans (other than any increase or reduction attributable to (i) Indemnified Taxes and Taxes indemnifiable under Section 5.4, (ii) net income Taxes and franchise and excise Taxes (imposed in lieu of net income Taxes) imposed on any Agent or Lender or (iii) Taxes included under clauses (c) through (f) of the definition of “Excluded Taxes”) because of (x) any change since the Closing Date in any law or regulation Applicable Law (or in the interpretation or administration thereof and including the introduction of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any new Applicable Law), such governmental authorityas, includingfor example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the SOFR market or the position of such Lender in such market; or (iii) at any central bank time, that the making or continuance of any SOFR Loan has become unlawful as a result of compliance by such Lender in good faith with any Applicable Law (whether or would conflict with any such Applicable Law not having the force of lawlaw even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Closing Date that materially and adversely affects the SOFR market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which is not caused by an act or omission notice the Administrative Agent shall promptly transmit to each of Lender, including without limitation, its failure to maintain adequate capital, the other Lenders). Thereafter (x) subjects Lender in the case of clause (i) above, SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or any corporation controlling Lender to any tax Notice of any kind whatsoever Conversion or Continuation given by the Borrower with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured SOFR Loans that have not yet been incurred shall be deemed rescinded by the overall net income of Lender or branchBorrower, officeas applicable, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender case of agreeing to make or makingclause (ii) above, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time pay to time, upon demand by such Lender, pay directly to Lender promptly after receipt of written demand therefor such additional amounts sufficient (in the form of an increased rate of or a different method of calculating, interest or otherwise, as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by Lendersuch Lender shall, shall absent clearly demonstrable error, be final and conclusive and binding for upon all purposesparties hereto) and (z) in the case of subclause (iii) above, absent manifest errorthe Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by Applicable Law. (b) If At any time that any SOFR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan, affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected SOFR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender determines that compliance with any law pursuant to Section 2.10(a)(ii) or regulation (iii) or with any guideline or request from any central bank or other governmental authority subsequent (y) if the affected SOFR Loan is then-outstanding, upon at least three Business Days’ notice to the date hereof Administrative Agent require the affected Lender to convert each such SOFR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (whether or not having c) If, after the force of law) concerning Closing Date, any Change in Law relating to capital adequacy or otherwise liquidity of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy or liquidity occurring after the Closing Date, has or would have the effect of reducing the rate of return on the such Lender’s or its parent’s or its Affiliates’ capital of Lender or the corporation controlling Lender assets as a consequence ofof such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or any Affiliate thereof could have achieved but for such Change in Law (taking into consideration such Lender’s or parent’s policies with respect to capital adequacy or liquidity), or with reference to, the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall then from time to time, upon promptly after written demand by Lendersuch Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts sufficient to as will compensate such Lender or such other corporation its parent for such reduction. A certificate as , it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any Applicable Law as in effect on the Closing Date. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, submitted although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest errorBorrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such notice. (c) In the event the LIBOR Reserve Requirement increases subsequent to the date hereof, the interest rate applicable to the Note shall be the Reserve Adjusted LIBOR Rate.

Increased Costs, Illegality, etc. (a) If either In the event that (x) in the case of clause (i) below, the introduction Administrative Agent or (y) in the case of clauses (ii) and (iii) below, the Required Lenders shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR for any Interest Period that (x) deposits in the principal amounts and currencies of the Revolving Credit Loans comprising such SOFR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the SOFR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Term SOFR Rate or Daily Simple SOFR, as applicable; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any SOFR Loans (other than any increase or reduction attributable to (i) Indemnified Taxes and Taxes indemnifiable under Section 5.4, (ii) net income Taxes and franchise and excise Taxes (imposed in lieu of net income Taxes) imposed on any Agent or Lender or (iii) Taxes included under clauses (c) through (f) of the definition of “Excluded Taxes”) because of (x) any change since the Closing Date in any law or regulation Applicable Law (or in the interpretation or administration thereof and including the introduction of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any new Applicable Law), such governmental authorityas, includingfor example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the SOFR market or the position of such Lender in such market; or (iii) at any central bank time, that the making or continuance of any SOFR Loan has become unlawful as a result of compliance by such Lender in good faith with any Applicable Law (whether or would conflict with any such Applicable Law not having the force of lawlaw even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Closing Date that materially and adversely affects the SOFR market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which is not caused by an act or omission notice the Administrative Agent shall promptly transmit to each of Lender, including without limitation, its failure to maintain adequate capital, the other Lenders). Thereafter (x) subjects Lender in the case of clause (i) above, SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or any corporation controlling Lender to any tax Notice of any kind whatsoever Conversion or Continuation given by the Borrower with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured SOFR Loans that have not yet been incurred shall be deemed rescinded by the overall net income of Lender or branchBorrower, officeas applicable, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender case of agreeing to make or makingclause (ii) above, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time pay to time, upon demand by such Lender, pay directly to Lender promptly after receipt of written demand therefor such additional amounts sufficient (in the form of an increased rate of or a different method of calculating, interest or otherwise, as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by Lendersuch Lender shall, shall absent clearly demonstrable error, be final and conclusive and binding for upon all purposesparties hereto) and (z) in the case of subclause (iii) above, absent manifest errorthe Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by Applicable Law. (ba) If At any time that any SOFR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a SOFR Loan, affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected SOFR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender determines that compliance with any law pursuant to Section 2.10(a)(ii) or regulation (iii) or with any guideline or request from any central bank or other governmental authority subsequent (y) if the affected SOFR Loan is then-outstanding, upon at least three Business Days’ notice to the date hereof Administrative Agent require the affected Lender to convert each such SOFR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (whether or not having a) If, after the force of law) concerning Closing Date, any Change in Law relating to capital adequacy or otherwise liquidity of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy or liquidity occurring after the Closing Date, has or would have the effect of reducing the rate of return on the such Lender’s or its parent’s or its Affiliates’ capital of Lender or the corporation controlling Lender assets as a consequence ofof such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or any Affiliate thereof could have achieved but for such Change in Law (taking into consideration such Lender’s or parent’s policies with respect to capital adequacy or liquidity), or with reference to, the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall then from time to time, upon promptly after written demand by Lendersuch Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts sufficient to as will compensate such Lender or such other corporation its parent for such reduction. A certificate as , it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any Applicable Law as in effect on the Closing Date. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, submitted although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest errorBorrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such notice. (c) In the event the LIBOR Reserve Requirement increases subsequent to the date hereof, the interest rate applicable to the Note shall be the Reserve Adjusted LIBOR Rate.

Increased Costs, Illegality, etc. (a) If either In the event that the Administrative Agent or any Lender has reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining Term SOFR for any Interest Period that (x) deposits in the introduction principal amounts of the Loans comprising such Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the market for such rate, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Term SOFR; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Loans (other 104 than any increase or reduction attributable to (A) Indemnified Taxes, (B) net income Taxes and franchise and excise Taxes (imposed in lieu of net income Taxes) imposed on any Agent or Lender and any branch profits Taxes imposed on such Agent or Lender as a result of such Agent or Lender being organized or incorporated under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in the jurisdiction imposing such Tax (or any political subdivision thereof) or (C) Taxes included under clauses (c) through (e) of the definition of “Excluded Taxes”) because of (x) any change since the Closing Date in any law or regulation Applicable Law (or in the interpretation or administration thereof and including the introduction of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any new Applicable Law), such governmental authorityas, includingfor example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the market for such rate or the position of such Lender in such market; or (iii) at any central bank time, that the making or continuance of any Term SOFR Loan has become unlawful as a result of compliance by any Lender in good faith with any Applicable Law (whether or would conflict with any such Applicable Law not having the force of lawlaw even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Closing Date that materially and adversely affects the market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which is not caused by an act or omission notice the Administrative Agent shall promptly transmit to each of Lender, including without limitation, its failure to maintain adequate capital, the other Appropriate Lenders). Thereafter (x) subjects Lender in the case of clause (i) above, Term SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Appropriate Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or any corporation controlling Lender to any tax Notice of any kind whatsoever Conversion or Continuation given by the Borrower with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured Term SOFR Loans that have not yet been incurred shall be deemed rescinded by the overall net income of Lender or branchBorrower, officeas applicable, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender case of agreeing to make or makingclause (ii) above, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time pay to time, upon demand by such Lender, pay directly to Lender promptly after receipt of written demand therefor such additional amounts sufficient (in the form of an increased rate of or a different method of calculating, interest or otherwise, as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by Lendersuch Lender shall, shall absent clearly demonstrable error, be final and conclusive and binding for upon all purposesparties hereto) and (z) in the case of clause (iii) above, absent manifest errorthe Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by Applicable Law. (b) If At any time that any Term SOFR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a Term SOFR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Term SOFR Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender determines that compliance with any law pursuant to Section 2.10(a)(ii) or regulation (iii) or with any guideline or request from any central bank or other governmental authority subsequent (y) if the affected Term SOFR Loan 105 is then-outstanding, upon at least three Business Days’ notice to the date hereof Administrative Agent require the affected Lender to convert each Term SOFR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (whether or not having c) If, after the force of law) concerning Closing Date, any Change in Law relating to capital adequacy or otherwise liquidity of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy or liquidity occurring after the Closing Date, has or would have the effect of reducing the rate of return on the such Lender’s or its parent’s or its Affiliates’ capital of Lender or the corporation controlling Lender assets as a consequence ofof such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or any Affiliate thereof could have achieved but for such Change in Law (taking into consideration such Lender’s or parent’s policies with respect to capital adequacy or liquidity), or with reference to, the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall then from time to time, upon promptly after written demand by Lendersuch Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts sufficient to as will compensate such Lender or such other corporation its parent for such reduction. A certificate as , it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any Applicable Law as in effect on the Closing Date. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, submitted although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest errorBorrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) upon receipt of such notice. (cd) In Notwithstanding the event foregoing, no Lender shall demand compensation pursuant to this Section 2.10 if it shall not at the LIBOR Reserve Requirement increases subsequent to the date hereof, the interest rate applicable to the Note shall time be the Reserve Adjusted LIBOR Rategeneral policy or practice of such Lender to demand such compensation in substantially the same manner as applied to other similarly situated borrowers under comparable syndicated credit facilities.

Increased Costs, Illegality, etc. (a) If either In the event that the Lender shall have reasonably determined (i) the introduction of or any change in any law or regulation or in the interpretation or administration of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or (ii) the compliance with any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposesshall, absent manifest error, be final and conclusive and binding upon all parties hereto) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the London interbank market for Dollar deposits, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR, then the Lender shall promptly give notice to the Borrower of such determination and all Loans (whether then outstanding, initially being made, or made thereafter) shall accrue interest at the rate equal to the percentage rate per annum reasonably determined by the Lender to be that which expresses as a percentage rate per annum the cost to it of obtaining deposits during a relevant period from whatever sources it may reasonably select, plus the Applicable Margin, until such time as the Lender notifies the Borrower that the circumstances giving rise to such notice by the Lender no longer exist. (bi) If the Lender reasonably determines that compliance with after the Effective Date the introduction of, or any change in, any applicable law or regulation or with any guideline governmental rule, regulation, order, directive or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy adequacy, or otherwise has any change in interpretation or would administration thereof by any Governmental Authority, central bank or comparable agency, or compliance therewith by the Lender (or its applicable lending office) will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by the Lender or any corporation controlling the Lender based on the capital existence of Lender the Commitment hereunder or the corporation controlling Lender as a consequence of, or with reference to, the facilities Lender's obligations hereunder, by an amount deemed by Lender to be material, then the Borrower shall from time agrees to timepay to the Lender, upon its written demand by Lendertherefor, pay to Lender such additional amounts sufficient as shall be required to compensate the Lender or such other corporation for such reduction. A certificate as to such amounts, submitted the increased cost to the Lender or such other corporation or the reduction in the rate of return to the Lender or such other corporation as a result of such increase of capital. (ii) At any time after the Effective Date that the Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the Lender's agreement to make or its making, funding or maintaining any Loan (other than relating to Taxes which are governed by Section 3.04) because of any change since the Effective Date in any applicable law or governmental rule, regulation, order or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order or request, such as, but not limited to, a change in official reserve requirements with respect to the Loans, the Borrower by shall fully reimburse the Lender, shall be conclusive upon its first written demand therefor, for such increased costs or reductions. (iii) In determining the additional amounts payable pursuant to this Section 1.07(b), the Lender will act reasonably and binding for all purposesin good faith and will use averaging and attribution methods which are reasonable, provided that the Lender's determination of compensation owing under this Section 1.07(b) shall, absent manifest error, be final and conclusive and binding on the Borrower. The Lender, upon determining that any additional amounts will be payable pursuant to this Section 1.07(b), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts and contain a certification by the Lender that, in its reasonable opinion, it has exercised reasonable efforts to minimize or eliminate such increase. (c) In If, at any time, the event making or continuance by the LIBOR Reserve Requirement increases subsequent Lender or its applicable lending office of any Loan has been made (x) unlawful by any law or governmental rule, regulation or order or (y) impossible by compliance by the Lender in good faith with any governmental request (whether or not having force of law), then the Lender shall promptly provide written notice to such effect to the Borrower. The Lender shall promptly make a determination whether in its reasonable opinion it would be practicable to change the jurisdiction of the applicable lending office such that the relevant Loans shall remain outstanding. If the Lender and the Borrower are unable to agree upon a change in jurisdiction within 60 days of the date hereofof such notice from the Lender, then the interest rate applicable Borrower shall promptly prepay the Loans in their entirety, without premium or penalty, upon the expiration of such 60 day period, unless by law the Lender is required to immediately terminate the Note shall be the Reserve Adjusted LIBOR RateLoans.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the introduction Administrative Agent: (i) on any Interest Determination Date that, by reason of or any change in any law or regulation or changes arising after the date of this Agreement affecting the applicable market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or respective Euro Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the compliance amounts received or receivable hereunder with respect to any Loan because of (x) any change since the Effective Date in any applicable law or governmental rule, regulation, order, guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act ) or omission of Lender, in the interpretation or administration thereof and including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax the introduction of any kind whatsoever with respect to this Agreementnew law or governmental rule, regulation, order, guideline or changes request, such as but not limited to: (A) a change in the basis of taxation of payments payment to any Lender of principal, commissions, fees, interest, the principal of or interest on such Loan or any other amount amounts payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, officeimposition of, or agency through any change in, the rate of any Excluded Tax), but without duplication of any increased costs with respect to Taxes which Lender is acting for purposes of this Agreement are addressed in Section 4.04, or (B) changes a change in official reserve requirements but, in all events, excluding reserves required under Regulation D to the extent included in the rate computation of such taxes); the Euro Rate, and/or (y) imposesother circumstances arising since the Effective Date affecting such Lender or the interbank market or the position of such Lender in such market; or (iii) at any time, modifiesthat the making or continuance of any Loan has been made (x) unlawful by any law or governmental rule, regulation or holds applicable order, (y) impossible by compliance by any reserve, special deposit, compulsory loan, Lender in good faith with any governmental request (whether or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition not having force of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or law) and/or (z) imposes on Lender or the corporation controlling Lender any other condition, and impracticable as a result there of a contingency occurring after the Effective Date which materially and adversely affects the applicable interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone confirmed in writing) to the Borrower, and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (w) in the case of clause (i) above, (A) in the event Loans in an Alternate Currency are so affected, Loans denominated in such Alternate Currency shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower with respect to Loans denominated in such Alternate Currency which have not yet been incurred (including by way of conversion) shall be any increase deemed rescinded by the Borrower, (B) in the cost event that any Euro Denominated Loan is so affected, the relevant Euro Rate shall be determined on the basis provided in the proviso to Lender the definition of agreeing Euro LIBOR, as the case may be, (C) in the event that any NOK Denominated Loan is so affected, the relevant Euro Rate shall be determined on the basis provided in the proviso to make or makingthe definition of NOK LIBOR, fundingand (D) in the event that any Sterling Denominated Loan is so affected, the relevant Euro Rate shall be determined on the basis provided in the proviso to the definition of Sterling LIBOR, (x) in the case of clause (ii) above, the Borrower agrees to pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or maintaining advances by an amount deemed by a different method of calculating, interest or otherwise as such Lender to in its sole discretion shall determine) as shall be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts received or receivable hereunder (with the written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by Lender, shall be conclusive and binding for all purposessuch Lender in accordance with the foregoing to be, absent manifest error, final and conclusive and binding on all the parties hereto, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.11(a) upon the subsequent receipt of such notice) and (y) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.11(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Loan is affected by the circumstances described in Section 2.11(a)(ii) or (iii), the Borrower may (and in the case of a Loan affected by the circumstances described in Section 2.11(a)(iii) shall) either (x) if the affected Loan is then being made initially or pursuant to a conversion, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.11(a)(ii) or (iii) or (y) if the affected Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, in the case of any Loan, repay all outstanding Borrowings which include such affected Loans in full in accordance with the applicable requirements of Section 4.01; provided that (i) if the circumstances described in Section 2.11(a)(iii) apply to any Alternate Currency Loan, the Borrower may, in lieu of taking the actions described above, maintain such Alternate Currency Loan outstanding, in which case, the applicable Euro Rate shall be determined on the basis provided in the proviso to the definition of Euro LIBOR, NOK LIBOR or Sterling LIBOR, as the case may be, unless the maintenance of such Alternate Currency Loan outstanding on such basis would not stop the conditions described in Section 2.11(a)(iii) from existing (in which case the actions described above, without giving effect to the proviso, shall be required to be taken) and (ii) if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.11(b). (c) If any Lender determines that compliance with after the Effective Date the introduction or effectiveness of or any change in any applicable law or regulation or with any guideline governmental rule, regulation, order, guideline, directive or request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy adequacy, or otherwise has any change in interpretation or would administration thereof by any governmental authority, central bank or comparable agency will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the capital existence of Lender such Lender’s Revolving Loan Commitments hereunder or the corporation controlling Lender as a consequence of, or with reference to, the facilities its obligations hereunder, by an amount deemed by Lender to be material, then the Borrower shall from time agrees (to timethe extent applicable) to pay to such Lender, upon its written demand by Lendertherefor, pay to Lender such additional amounts sufficient as shall be required to compensate such Lender or such other corporation for such reduction. A certificate as the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, submitted to the Borrower by each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender, shall be conclusive and binding for all purposes’s determination of compensation owing under this Section 2.11(b) shall, absent manifest error. (c) In , be final and conclusive and binding on all the event the LIBOR Reserve Requirement increases subsequent parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.11(b), will give prompt written notice thereof to the date hereofBorrower, which notice shall show in reasonable detail the interest rate applicable to the Note shall be the Reserve Adjusted LIBOR Ratebasis for calculation of such additional amounts.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have reasonably determined (iwhich determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) at any time, after the introduction later of the Closing Date and the date such entity became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the Loans, including as a result of any Tax (other than any (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (e) of the definition of “Excluded Taxes” or (z) Connection Income Taxes) because of any change since the Closing Date in any law or regulation Applicable Law (or in the interpretation or administration thereof and including the introduction of any law new Applicable Law), such as, for example, without limitation, a change in official reserve requirements (but excluding changes in the rate of tax on the overall net income of such Lender), then, and in any such event, such Lender shall promptly give notice (if by telephone, confirmed in writing) to Parent and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter, Borrowers shall pay to such Lender, within 10 Business Days after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or regulation a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender submitted to Parent by such Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto). (b) If, after the later of the Closing Date and the date such entity becomes a Lender hereunder, the adoption of any Applicable Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any court Governmental Authority, central bank or administrative or governmental authority comparable agency charged with the interpretation or administration thereof from the date hereof thereof, or (ii) the compliance by a Lender or its parent with any guideline enacted request or directive made or adopted after the such date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured by the overall net income of Lender or branch, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand by Lender, pay directly to Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If Lender determines that compliance with any law or regulation or with any guideline or request from any central bank or other governmental authority subsequent to the date hereof regarding capital adequacy (whether or not having the force of law) concerning capital adequacy of any such authority, association, central bank or otherwise comparable agency, has or would have the effect of reducing the rate of return on the such Lender’s or its parent’s capital of Lender or the corporation controlling Lender assets as a consequence ofof such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with reference torespect to capital adequacy), the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall from time to time, upon then within 10 days after receipt of written demand by Lendersuch Lender (with a copy to Administrative Agent), Borrowers shall pay to such Lender such additional amount or amounts sufficient to as will compensate such Lender or such other corporation its parent for such reduction. A certificate as , it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the Closing Date. Each Lender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.09(b), will, as promptly as practicable upon ascertaining knowledge thereof, give written notice thereof to Parent, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts. Without limiting Section 12.06(e), submitted the failure to give any such notice with respect to a particular event shall not release or diminish any of Borrowers’ obligations to pay additional amounts pursuant to this Section 2.09(b) for amounts accrued or incurred after the date of such notice with respect to such event. Notwithstanding anything herein to the Borrower contrary, (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith and (y) all requests, rules, guidelines or directives promulgated by Lenderthe Bank for International Settlements, shall be conclusive the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case, are deemed to have been adopted and binding for all purposes, absent manifest errorto have taken effect after the Closing Date. (c) In This Section 2.09 shall not apply to any demand (i) made after the event 180th day following the LIBOR Reserve Requirement increases subsequent requesting Lxxxxx’s knowledge that it would be entitled to the date hereof, the interest rate applicable any such amounts or (ii) not demanded of other borrowers having similar provisions to the Note shall be the Reserve Adjusted LIBOR Ratethis Section 2.09.

Increased Costs, Illegality, etc. (a) If either In the event that any Lender shall have determined (which determination shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by Administrative Agent): (i) on any Interest Rate Determination Date that, by reason of any changes arising after the introduction date of or any change in any law or regulation or this Agreement affecting the interbank Eurocurrency market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the interpretation or administration definition of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or Eurocurrency Rate; or (ii) at any time, that any Recipient shall incur increased costs or reduction in the compliance amounts received or receivable hereunder with respect to any guideline enacted after the date hereof or request from any such governmental authority, including, without limitation, any central bank (whether or not having the force Loan because of law), which is not caused by an act or omission of Lender, including without limitation, its failure to maintain adequate capital, (x) subjects any Change in Law having general applicability to all comparably situated Lenders within the jurisdiction in which such Lender or operates since the date of this Agreement such as, for example, but not limited to: (A) the imposition of any corporation controlling Lender to any tax Tax of any kind whatsoever with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, Agreement or any Loan (other than (I) Indemnified Taxes and (II) Excluded Taxes); provided, that, if such increased costs are determined by a court of competent jurisdiction in a final non-appealable judgment to have been imposed as a result of a Lender’s gross negligence or willful misconduct, such Lender will promptly repay to the applicable Borrower the amount payable hereunder (except for (A) taxes on or measured of any increased costs paid to such Lender by the overall net income of Lender or branchsuch Borrower under this Section 3.6, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes a change in the rate of such taxes); (y) imposes, modifies, or holds applicable any official reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held byrequirements by any Governmental Authority (but, or deposits or other liabilities in or for all events, excluding reserves required under Regulation D to the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise extent included in any determination the computation of the Reserve Adjusted LIBOR Rate or Eurocurrency Rate) and/or (y) other interest payable hereunder; or (z) imposes on circumstances since the date of this Agreement affecting such Lender or the corporation controlling interbank Eurocurrency market or the position of such Lender in such market (excluding, however, differences in a Lender’s cost of funds from those of Administrative Agent which are solely the result of credit differences between such Lender and Administrative Agent); provided, that, any other condition, and increased cost arising as a result there of any of the foregoing other than in respect of Taxes shall be apply only to Eurocurrency Loans; or (iii) at any increase in the cost to Lender of agreeing to make or making, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time to time, upon demand that the making or continuance of any Eurocurrency Loan has been made (x) unlawful by Lenderany law, pay directly to directive or governmental rule, regulation or order, (y) impossible by compliance by any Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If Lender determines that compliance in good faith with any law or regulation or with any guideline or governmental request from any central bank or other governmental authority subsequent to the date hereof (whether or not having the force of law) concerning capital adequacy or otherwise has or would have the effect of reducing the rate of return on the capital of Lender or the corporation controlling Lender (z) impracticable as a consequence result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurocurrency market; then, and in any such event, such Lender (or Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone confirmed in writing) to Borrowers. Thereafter, (x) in the case of clause (i) above, Eurocurrency Loans shall no longer be available until such time as Administrative Agent notifies Borrowers’ Agent and the Lenders that the circumstances giving rise to such notice by Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion or Continuation given by any Borrower with respect to Eurocurrency Loans (other than with respect to conversions to Base Rate Loans, which shall be calculated without regard to clause (iii) of the definition thereof) which have not yet been incurred (including by way of conversion) shall be deemed rescinded by such Borrower and, in the case of Alternative Currency Loans, such Loans shall thereafter bear interest at a rate equal to Administrative Agent’s cost of funds for such Alternative Currency plus the Applicable Eurocurrency Margin, (y) in the case of clause (ii) above, such Borrower shall pay to such Lender, within ten days of written demand therefor, such additional amounts (in the form of an increased rate of, or with reference toa different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (any written notice as to the facilities hereunder, by an amount deemed by Lender additional amounts owed to be material, the Borrower shall from time to time, upon demand by such Lender, pay to Lender additional amounts sufficient to compensate Lender or such other corporation showing in reasonable detail the reasonable basis for such reduction. A certificate as to such amountsthe calculation thereof, submitted to the Borrower Borrowers’ Agent by Lender, shall be conclusive and binding for all purposessuch Lender shall, absent manifest or demonstrable error. (c) In the event the LIBOR Reserve Requirement increases subsequent , be final and conclusive and binding; provided, that, no Lender shall be entitled to receive additional amounts pursuant to this Section 3.6 for periods occurring prior to the date hereof135th day before the giving of such notice, except that if the interest rate applicable Change in Law giving rise to such additional amounts is retroactive, then the 135 day period referred to above shall be extended to include the period of retroactive effect thereof); and (z) in the case of clause (iii) above, such Borrower shall take one of the actions specified in Section 3.6(b) as promptly as possible and, in any event, within the time period required by law. In determining such additional amounts pursuant to clause (y) of the immediately preceding sentence, each Lender shall act reasonably and in good faith and will, to the Note shall be extent the Reserve Adjusted LIBOR Rateincreased costs or reductions in amounts receivable relate to such Lender’s loans in general and are not specifically attributable to a Loan hereunder, use averaging and attribution methods which are reasonable and which cover all loans similar to the Loans made by such Lender whether or not the loan documentation for such other loans permits the Lender to receive increased costs of the type described in this Section 3.6(a).

Increased Costs, Illegality, etc. (a) If either In the event that (x) in the case of clause (i) below, the introduction of or any change in any law or regulation or Administrative Agent and (y) in the interpretation or administration case of any law or regulation by any court or administrative or governmental authority charged with the interpretation or administration thereof from the date hereof or clauses (ii) and (iii) below, the Required Term Loan Lenders (with respect to Term Loans) or the Required Revolving Credit Lenders (with respect to Revolving Credit Commitments) shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the LIBOR Rate for any Interest Period that (x) deposits in the principal amounts and currencies of the Loans comprising such LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Restatement Effective Date affecting the interbank LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of “LIBOR Rate”; or (ii) at any time, that such Lenders shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any LIBOR Loans (including any increased costs or reductions attributable to Taxes, other than any increase or reduction attributable to Indemnified Taxes, Excluded Taxes or Other Taxes) because of any Change in Law; or (iii) at any time, that the making or continuance of any LIBOR Loan has become unlawful by compliance by such Lenders in good faith with any law, governmental rule, regulation, guideline enacted after the date hereof or request from order (or would conflict with any such governmental authorityrule, includingregulation, without limitation, any central bank (whether guideline or order not having the force of lawlaw even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the Restatement Effective Date that materially and adversely affects the interbank LIBOR market; (such Loans, “Impacted Loans”), then, and in any such event, such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to Holdings, the Borrower, and to the Administrative Agent of such determination (which is not caused by an act or omission notice the Administrative Agent shall promptly transmit to each of Lender, including without limitation, its failure to maintain adequate capital, the other Lenders). Thereafter (x) subjects Lender in the case of clause (i) above, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies Holdings, the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or any corporation controlling Lender to any tax Notice of any kind whatsoever Conversion given by the Borrower with respect to this Agreement, or changes the basis of taxation of payments to Lender of principal, commissions, fees, interest, or any other amount payable hereunder (except for (A) taxes on or measured LIBOR Loans that have not yet been incurred shall be deemed rescinded by the overall net income of Lender or branchBorrower, office, or agency through which Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (y) imposes, modifies, or holds applicable any reserve, special deposit, compulsory loan, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, any office of Lender which are not otherwise included in any determination of the Reserve Adjusted LIBOR Rate or other interest payable hereunder; or (z) imposes on Lender or the corporation controlling Lender any other condition, and as a result there shall be any increase in the cost to Lender case of agreeing to make or makingclause (ii) above, funding, or maintaining advances by an amount deemed by Lender to be material, then the Borrower shall from time pay to timesuch Lenders, upon promptly after receipt of written demand by Lender, pay directly to Lender therefor such additional amounts sufficient (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable, in their reasonable discretion shall determine) as shall be required to compensate Lender such Lenders for such actual increased cost. A certificate costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the amount of additional amounts owed to such increased costLenders, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by Lendersuch Lenders shall, shall absent clearly demonstrable error, be final and conclusive and binding for upon all purposesparties hereto), absent manifest errorand (z) in the case of subclause (iii) above, the Borrower shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 2.10(b) promptly and, in any event, within the time period required by law. (b) If Lender determines At any time that compliance any LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if a Notice of Borrowing or Notice of Conversion or Continuation with any law or regulation or with any guideline or request from any central bank or other governmental authority subsequent respect to the affected LIBOR Loan has been submitted pursuant to Section 2.3 but the affected LIBOR Loan has not been funded or continued, cancel such requested Borrowing by giving the Administrative Agent written notice thereof on the same date hereof that the Borrower was notified by Lenders pursuant to Section 2.10(a)(ii) or (whether iii) or not having (y) if the force of lawaffected LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such LIBOR Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) concerning If, after the Restatement Effective Date, any Change in Law relating to capital adequacy or otherwise liquidity of any Lender or compliance by any Lender or its parent with any Change in Law relating to capital adequacy or liquidity occurring after the Restatement Effective Date, has or would have the effect of reducing the actual rate of return on the such Lender’s or its parent’s or its Affiliate’s capital of Lender or the corporation controlling Lender assets as a consequence ofof such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Affiliate could have achieved but for such Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy or liquidity), or with reference to, the facilities hereunder, by an amount deemed by Lender to be material, the Borrower shall then from time to time, upon promptly after demand by Lendersuch Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such actual additional amount or amounts sufficient to as will compensate such Lender or such other corporation its parent for such actual reduction. A certificate as , it being understood and agreed, however, that a Lender shall not be entitled to such amountscompensation to the extent such Lender is not imposing such charges on, submitted or requesting such compensation from, borrowers (similarly situated to the Borrower by hereunder) under comparable syndicated credit facilities similar to the Credit Facilities. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrower, which notice shall be conclusive and binding for all purposesset forth in reasonable detail the basis of the calculation of such additional amounts, absent manifest erroralthough the failure to give any such notice shall not, subject to Section 2.13, release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) promptly following receipt of such notice. (cd) In the event the LIBOR Reserve Requirement increases subsequent Notwithstanding anything to the date hereofcontrary herein or in any other Credit Document: (i) On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12-month U.S. dollar LIBOR tenor settings. On the earliest of (A) the date that all Available Tenors of U.S dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (B) June 30, 2023 and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Credit Document. If the Benchmark Replacement is Daily Simple SOFR, all interest rate applicable to the Note shall payments will be the Reserve Adjusted LIBOR Ratepayable on a quarterly basis.